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, 2004

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......................................................47
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............47
      ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.......................47
      ITEM 9A.    CONTROLS AND PROCEDURES...................................47
      ITEM 9B.    OTHER INFORMATION.........................................47

PART III....................................................................48
      ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER...48
      ITEM 11.    EXECUTIVE COMPENSATION....................................49
      ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT................................................56
      ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............57
      ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES....................59

PART IV.....................................................................60
      ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES................60

SIGNATURES..................................................................70





                                      -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.   At  December  31,  2004,  Samson  owned  interests  in
approximately 16,000 oil



                                      -4-
<PAGE>



and gas wells  located in 18 states of the United  States and the  countries  of
Canada,  Venezuela,  and  Australia.  At  December  31,  2004,  Samson  operated
approximately 5,000 oil and gas wells located in 14 states of the United States,
as well as Canada, Venezuela, 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,  2005,  Samson  employed  approximately  1,100  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."

      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.



                                      -5-
<PAGE>



      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,  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.

   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



                                      -6-
<PAGE>




      *  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, 2004:

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

       P-1           Cinergy Marketing ("Cinergy")            13.2%
                     Duke Energy Field Services, Inc.         11.5%
                       ("Duke")
                     Chevron U.S.A., Inc.                     11.3%

       P-3           Duke                                     14.9%
                     Cinergy                                  12.0%

       P-4           Eaglwing Trading, Inc.                   25.3%
                     Gulfterra Central Point Alloc.           11.4%

       P-5           Enogex Services Corporation              20.2%
                     Cinergy                                  16.1%
                     ONEOK Texas Energy Resources             14.6%
                       ("ONEOK")
                     Duke                                     11.5%

       P-6           Duke                                     23.1%
                     Kinder Morgan, Inc.                      19.5%
                     ONEOK                                    11.1%

      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 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.



                                      -7-
<PAGE>



      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.

      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



                                      -8-
<PAGE>



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, 2004 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            828         607        221
                   P-3            873         609        264
                   P-4            218          50        168
                   P-5             95          17         78
                   P-6            153          37        116

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

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


      Drilling Activities

      During the year ended  December  31,  2004,  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-#2             Roger       OK     0.0002     Gas         Producing
                         Mills
Bryant #5-44            Wheeler     TX     0.0023     Gas         Producing
Black Tiger #1          Seminole    OK     0.0038     Oil         Producing
Armstrong #1-640.5H     Dimmit      TX     0.0075     N/A         Shut-in
Ward #17-1              Howard      TX     0.0075     Gas         Producing



                                      -9-
<PAGE>



Hill, Wess #13          Sutton      TX     0.0002     Gas         Producing
Davis, N B #16          Sutton      TX     0.0005     Gas         Producing
Miers, W A #17          Sutton      TX     0.0002     Gas         Producing
Hill, Wess #14          Sutton      TX     0.0002     Gas         Producing
Garner 12 #1            Terrell     TX     0.0031     Gas         Producing
Emperor #24-1 (RY)      Winkler     TX     0.0011     Gas         Producing
Hill, Wess #16          Sutton      TX     0.0002     Gas         Producing
Hill, Wess #15          Sutton      TX     0.0002     Gas         Producing
Cox 27 #3 (RY)          Upton       TX     0.0068     Gas         Producing
Andrews Waterflood      Andrews     TX     0.0021     Oil         Producing
  Unit (3 new wells)
Resler B3 (RY)          Lea         NM     0.0009     Oil         Producing
Resler B2 (RY)          Lea         NM     0.0009     Oil         Producing
Resler A1 (RY)          Lea         NM     0.0009     Oil         Producing
Neal 30 #1 (RY)         Upton       TX     0.0013     Oil         Producing
 Re-Entry
Taylor 17 #1            Howard      TX     0.0060     N/A         In Progress
Owens 17 #1             Crockett    TX     0.0075     N/A         Dry Hole
Hardy Percy #9 &        Lea         NM     0.0030     Oil         Producing
  #10


P-3 Partnership
                                          Revenue
    Well Name            County     St.   Interest    Type         Status
------------------      --------    ---   --------    ----       -----------
Wilson A-#2             Roger       OK     0.0002     Gas         Producing
                         Mills
Bryant #5-44            Wheeler     TX     0.0028     Gas         Producing
Black Tiger #1          Seminole    OK     0.0047     Oil         Producing
Armstrong #1-640.5H     Dimmit      TX     0.0095     N/A         Shut-in
Ward #17-1              Howard      TX     0.0095     Gas         Producing
Hill, Wess #13          Sutton      TX     0.0003     Gas         Producing
Davis, N B #16          Sutton      TX     0.0006     Gas         Producing
Miers, W A #17          Sutton      TX     0.0003     Gas         Producing
Hill, Wess #14          Sutton      TX     0.0003     Gas         Producing
Garner 12 #1            Terrell     TX     0.0039     Gas         Producing
Emperor #24-1 (RY)      Winkler     TX     0.0014     Gas         Producing
Hill, Wess #16          Sutton      TX     0.0003     Gas         Producing
Hill, Wess #15          Sutton      TX     0.0003     Gas         Producing
Cox 27 #3 (RY)          Upton       TX     0.0086     Gas         Producing
Andrews Waterflood      Andrews     TX     0.0026     Oil         Producing
  Unit (3 new wells)
Resler B3 (RY)          Lea         NM     0.0006     Oil         Producing
Resler B2 (RY)          Lea         NM     0.0006     Oil         Producing
Resler A1 (RY)          Lea         NM     0.0006     Oil         Producing
Neal 30 #1 (RY)         Upton       TX     0.0017     Oil         Producing
 Re-Entry
Taylor 17 #1            Howard      TX     0.0076     N/A         In Progress
Owens 17 #1             Crockett    TX     0.0095     N/A         Dry Hole
Tribal C 4B             Rio         NM     0.0001     Gas         Producing
                         Arriba
Jenney #1B              Rio         NM     0.0004     N/A         In Progress
                         Arriba



                                      -10-
<PAGE>



Hoyt #2C                Rio         NM     0.0000     N/A         Shut-in
 (MV/Dakota)             Arriba
Hardy Percy #9 &        Lea         NM     0.0038     Oil         Producing
  #10


P-4 Partnership
                                          Revenue
    Well Name            County     St.   Interest     Type         Status
-------------------     --------    ---   --------     ----       -----------
Lorenz #7-7             Washita     OK     0.0002      Gas        Producing
Rancho Blanco #30       Webb        TX     0.0029      Gas        Producing
Tribal C 4B             Rio         NM     0.0002      Gas        Producing
                         Arriba
Jenney #1B              Rio         NM     0.0007      N/A        In Progress
                         Arriba
Hoyt #2C                Rio         NM     0.0001      N/A        Shut-in
 (MV/Dakota)             Arriba


P-5 Partnership
                                          Revenue
    Well Name            County     St.   Interest     Type         Status
-------------------     ---------   ---   --------     ----       -----------
Lawles #1-21            Caddo       OK     0.0016      Gas        Producing
Thomas #4-5             Harper      OK     0.0004      Gas        Shut-in
Pinkerton #1-6          Blaine      OK     0.0004      Gas        Producing
Sophia #2               Wheeler     TX     0.0016      Gas        Producing
Shonda #1-14 (RY)       Grady       OK     0.0027      Gas        Producing
Wooley Carlene 4 #1     Roger       OK     0.0001      Gas        Producing
  (RY)                   Mills
Fresca #1-24            Roger       OK     0.0041      Gas        Producing
                         Mills
BK #5-11                Washita     OK     0.0002      Gas        Producing
Mickey #3-34            Pittsburg   OK     0.0012      Gas        Producing
Pluto #3-26             Pittsburg   OK     0.0012      Gas        Producing
Greer #1                Pittsburg   OK     0.0092      Gas        Shut-in
Yates #1-33             Pittsburg   OK     0.0065      Gas        Shut-in
Mickey #2-34            Pittsburg   OK     0.0012      Gas        Producing
Verner #1-3 (RY)        Pittsburg   OK     0.0031      Gas        Producing
McWilliams #1-23        Pittsburg   OK     0.0003      Gas        Producing
Viets, #2N              Noble       OK     0.0033      Gas        In Progress
Summers #1-27D          Hughes      OK     0.0025      Gas        Producing
Summers #1H-27          Hughes      OK     0.0025      Gas        Shut-in
Sellers #3-35           Hughes      OK     0.0036      Gas        Producing
Davis Garry 20 (RY)     Kay         OK     0.0007      Oil        Producing
Davis Garry 21 (RY)     Kay         OK     0.0007      Oil        Producing
Loving 1 State #4       Eddy        NM     0.0054      Gas        Producing
Lulu #1-22              Stephens    OK     0.0902      Gas        Producing
Renete #3-25 (RY)       Stephens    OK     0.0015      Gas        Producing
Higgins #2H-10          Roger       OK     0.0009      Gas        Producing
                         Mills



                                      -11-
<PAGE>



P-6 Partnership
                                          Revenue
    Well Name            County     St.   Interest     Type         Status
-------------------     ---------   ---   --------     ----       -----------
Lawles #1-21            Caddo       OK     0.0005      Gas        Producing
Thomas #4-5             Harper      OK     0.0001      Gas        Shut-in
Pinkerton #1-6          Blaine      OK     0.0013      Gas        Producing
Sophia #2               Wheeler     TX     0.0018      Gas        Producing
Shonda #1-14 (RY)       Grady       OK     0.0009      Gas        Producing
Wooley Carlene 4 #1     Roger       OK     0.0000      Gas        Producing
  (RY)                   Mills
Fresca #1-24            Roger       OK     0.0014      Gas        Producing
                         Mills
BK #5-11                Washita     OK     0.0001      Gas        Producing
Mickey #3-34            Pittsburg   OK     0.0004      Gas        Producing
Pluto #3-26             Pittsburg   OK     0.0004      Gas        Producing
Greer #1                Pittsburg   OK     0.0032      Gas        Shut-in
Yates #1-33             Pittsburg   OK     0.0022      Gas        Shut-in
Mickey #2-34            Pittsburg   OK     0.0004      Gas        Producing
Verner #1-3 (RY)        Pittsburg   OK     0.0011      Gas        Producing
McWilliams #1-23        Pittsburg   OK     0.0001      Gas        Producing
Viets, #2N              Noble       OK     0.0011      Gas        In Progress
Summers #1-27D          Hughes      OK     0.0008      Gas        Producing
Summers #1H-27          Hughes      OK     0.0008      Gas        Shut-in
Sellers #3-35           Hughes      OK     0.0012      Gas        Producing
Davis Garry 20 (RY)     Kay         OK     0.0002      Oil        Producing
Davis Garry 21 (RY)     Kay         OK     0.0002      Oil        Producing
Loving 1 State #4       Eddy        NM     0.0058      Gas        Producing
Hayden 5175-27-         Campbell    WY     0.0026      Gas        Shut-in
 11WA
St 5175-16-11CA         Campbell    WY     0.0000      Gas        Shut-in
St 5175-16-23CA         Campbell    WY     0.0000      N/A        Shut-in
St 5175-16-31CA         Campbell    WY     0.0000      N/A        Shut-in
St 5175-16-33CA         Campbell    WY     0.0000      N/A        Shut-in
St 5175-16-43CA         Campbell    WY     0.0000      N/A        Shut-in
St 5175-16-41CA         Campbell    WY     0.0000      N/A        Shut-in
St 5175-16-21CA         Campbell    WY     0.0000      N/A        Shut-in
St 5175-16-13CA         Campbell    WY     0.0000      N/A        Shut-in
St 5175-16-13WA         Campbell    WY     0.0000      N/A        Shut-in
St 5175-16-21WA         Campbell    WY     0.0000      N/A        Shut-in
St 5175-16-31WA         Campbell    WY     0.0000      N/A        Shut-in
St 5175-16-33WA         Campbell    WY     0.0000      N/A        Shut-in
St 5175-16-41WA         Campbell    WY     0.0000      N/A        Shut-in
St 5175-16-43WA         Campbell    WY     0.0000      N/A        Shut-in
Lulu #1-22              Stephens    OK     0.0309      Gas        Producing
Renete #3-25 (RY)       Stephens    OK     0.0005      Gas        Producing
Higgins #2H-10          Roger       OK     0.0003      Gas        Producing
                         Mills
Hayden 5175-27-         Campbell    WY     0.0026      Oil        Shut-in
  43CA
----------------------



                                      -12-
<PAGE>



      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.


                              Net Production Data

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

                                          Year Ended December 31,
                                    ----------------------------------------
                                       2004           2003           2002
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                        19,377         18,624         20,652
      Gas (Mcf)                        251,793        284,754        286,109

   Oil and gas sales(1):
      Oil                           $  704,557     $  528,059     $  490,488
      Gas                            1,164,552      1,211,241        767,070
                                     ---------      ---------      ---------
         Total                      $1,869,109     $1,739,300     $1,257,558
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $36.36         $28.35         $23.75
      Per Mcf of gas                      4.63           4.25           2.68

----------
(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 $388,324,
     $369,142,  and $264,289,  respectively,  of production expenses incurred by
     the Affiliated Programs.



                                      -13-
<PAGE>





                              Net Production Data

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

                                            Year Ended December 31,
                                    ----------------------------------------
                                       2004           2003           2002
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                        24,925         23,935         26,541
      Gas (Mcf)                        389,500        425,803        433,484

   Oil and gas sales(1):
      Oil                           $  907,837     $  679,074     $  630,058
      Gas                            1,871,173      1,868,433      1,190,447
                                     ---------      ---------      ---------
         Total                      $2,779,010     $2,547,507     $1,820,505
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $36.42         $28.37         $23.74
      Per Mcf of gas                      4.80           4.39           2.75

----------
(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 $592,061, $554,400, and $409,030,  respectively, of production expenses
      incurred by the Affiliated Programs.



                                      -14-
<PAGE>



                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2004           2003           2002
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                        17,687         21,439         26,054
      Gas (Mcf)                        238,451        258,598        444,617

   Oil and gas sales(1):
      Oil                           $  705,893     $  635,920     $  630,272
      Gas                            1,372,022      1,347,340      1,257,617
                                     ---------      ---------      ---------
         Total                      $2,077,915     $1,983,260     $1,887,889
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $39.91         $29.66         $24.19
      Per Mcf of gas                      5.75           5.21           2.83

----------
(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 $410,727,
     $410,201,  and $455,891,  respectively,  of production expenses incurred by
     the Affiliated Programs.



                                      -15-
<PAGE>



                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2004           2003           2002
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                         4,603          6,364          6,223
      Gas (Mcf)                        282,972        313,632        386,565

   Oil and gas sales(1):
      Oil                           $  176,939     $  190,969     $  150,253
      Gas                            1,436,877      1,455,150      1,102,856
                                     ---------      ---------      ---------
         Total                      $1,613,816     $1,646,119     $1,253,109
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $38.44         $30.01         $24.14
      Per Mcf of gas                      5.08           4.64           2.85

----------
(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 $366,826,
     $365,469,  and $367,327,  respectively,  of production expenses incurred by
     the Affiliated Programs.




                                      -16-
<PAGE>



                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2004           2003           2002
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                         7,824         15,939         15,089
      Gas (Mcf)                        446,505        577,123        636,758

   Oil and gas sales(1):
      Oil                           $  336,481     $  460,400     $  355,875
      Gas                            2,382,090      2,638,742      1,840,127
                                     ---------      ---------      ---------
         Total                      $2,718,571     $3,099,142     $2,196,002
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $43.01         $28.89         $23.59
      Per Mcf of gas                      5.33           4.57           2.89

----------
(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 $854,325,
     $751,876,  and $719,751,  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, 2004 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,  2004.  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,  2004  ($43.36  per  barrel  and  $6.02  per Mcf,
respectively) were higher than the prices in effect on December 31, 2003 ($29.25
per barrel and $5.77 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, 2004 to be higher than
such  estimates and values at December 31, 2003.  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, 2004. There can be no assurance that the prices used in calculating
the net present value of the Partnerships'  proved reserves at December 31, 2004
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, 2004(1)

P-1 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                  2,291,734
      Oil and liquids (Bbls)                                       243,982

   Net present value (discounted at 10% per annum)             $ 8,498,702


P-3 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                  3,610,109
      Oil and liquids (Bbls)                                       320,365

   Net present value (discounted at 10% per annum)             $12,485,054


P-4 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                  1,969,168
      Oil and liquids (Bbls)                                        59,656

   Net present value (discounted at 10% per annum)             $ 6,180,522


P-5 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                  2,130,613
      Oil and liquids (Bbls)                                        38,157

   Net present value (discounted at 10% per annum)             $ 5,260,713


P-6 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                  3,940,334
      Oil and liquids (Bbls)                                       124,894

   Net present value (discounted at 10% per annum)             $10,217,705

---------
(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, 2004:

                                Operated Wells
                       ------------------------------
                       Partnership   Number   Percent
                       -----------   ------   -------
                             P-1        32       1%
                             P-3        56       2%
                             P-4        21       7%
                             P-5        94      28%
                             P-6       138      32%

      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, 2004
                 -----------------------------------------------

                                Wells
                             Operated by
                             Affiliates      Oil         Gas
                   Total     -----------   Reserves    Reserves      Present
Basin              Wells     Number %(1)    (Bbl)       (Mcf)         Value
-------------      -----     ------ ----   --------   ---------    ----------
P-1 P/ship:
  Permian          2,092        2     -    235,019    1,418,113    $6,085,553
  Anadarko            80       26    33%     2,646      849,134     2,260,555

P-3 P/ship:
  Permian          2,092        2     -    296,174    1,794,653    $7,687,604
  Anadarko            80       26    33%     4,464    1,331,744     3,524,970

P-4 P/ship:
  Gulf Coast         140        4     3%    48,835      650,836    $2,916,050
  Anadarko            60       17    28%     3,368      957,356     2,463,719

P-5 P/ship:
  Anadarko           101       26    26%     3,773    1,288,488    $3,060,332
  South. Ok.
   Folded Belt        36        -     -     22,182      501,020     1,481,413
  Permian             47       40    85%    12,059      318,072       549,836

P-6 P/ship:
  Anadarko           101       26    26%     2,288    1,280,184    $3,114,454
  East Texas           4        3    75%     3,032      964,452     2,146,629
  Gulf Coast          14        3    21%     8,680      668,178     1,980,937
  South. Ok.
   Folded Belt        57       20    35%    89,863      296,002     1,716,976

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


      Title to Oil and Gas Properties

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

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



                                      -21-
<PAGE>



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 2004.



                                    PART II.

ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS

      As of  February  28,  2005,  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              690
                 P-3             169,637            1,180
                 P-4             126,306              790
                 P-5             118,449              870
                 P-6             143,041              670


      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



                                      -22-
<PAGE>



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

                      2003                           2004              2005
            -------------------------     -------------------------    ----
            1st    2nd    3rd    4th      1st     2nd    3rd   4th     1st
P/ship      Qtr.   Qtr.   Qtr.   Qtr.     Qtr.    Qtr.   Qtr.  Qtr.    Qtr.
------      ----   ----   ----   ----     ----    ----   ----  ----    ----

 P-1        $19    $18    $28    $25      $22     $20    $31   $28     $25
 P-3         18     17     28     25       23      20     30    27      25
 P-4         17     15     22     19       17      15     24    22      19
 P-5         15     13     25     21       20      18     22    20      18
 P-6         21     18     32     29       26      23     30    27      25

      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 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.



                                      -23-
<PAGE>



      The  following  is a summary  of cash  distributions  paid to the  Limited
Partners during 2003 and 2004 and the first quarter of 2005:

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

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


                                 2004                              2005
            -----------------------------------------------       -------
              1st           2nd          3rd          4th           1st
   P/ship   Quarter       Quarter      Quarter      Quarter       Quarter
   ------   -------       -------      -------      -------       -------
    P-1      $2.63         $2.89        $2.69        $2.97         $2.80
    P-3       2.36          2.75         2.37         2.76          2.43
    P-4       1.91          2.31         2.27         2.85          2.68
    P-5       1.66          1.53         1.90         1.85          1.82
    P-6       2.76          2.62         2.66         3.05          1.70


ITEM 6.     SELECTED FINANCIAL DATA

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




                                      -24-
<PAGE>


<TABLE>
<CAPTION>



                                                 Selected Financial Data

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

                                          2004            2003            2002             2001             2000
                                      ------------    ------------     ------------    ------------     ------------

<S>                                    <C>             <C>              <C>             <C>              <C>
Net Profits                            $1,480,785      $1,370,158       $  993,269      $1,295,509       $1,250,585
Net Income:
   Limited Partners                     1,161,372       1,070,553          686,720         899,400          945,012
   General Partner                        133,520         126,336           87,636         115,696          116,609
   Total                                1,294,892       1,196,889          774,356       1,015,096        1,061,621
Limited Partners' Net
   Income per Unit                          10.75            9.91             6.35            8.32             8.74
Limited Partners' Cash
   Distributions per Unit                   11.18            9.55             5.21           11.60             7.92
Total Assets                            1,219,098       1,271,859        1,230,892       1,090,742        1,457,182
Partners' Capital (Deficit)
   Limited Partners                     1,283,944       1,330,572        1,292,019       1,168,299        1,521,899
   General Partner                    (    64,846)    (    58,713)     (    61,127)    (    77,557)     (    64,717)
Number of Units
   Outstanding                           108,074          108,074          108,074         108,074          108,074

</TABLE>



                                      -25-
<PAGE>




<TABLE>
<CAPTION>


                                                 Selected Financial Data

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

                                       2004           2003              2002            2001             2000
                                   ------------    ------------     ------------    ------------     ------------

<S>                                 <C>             <C>              <C>             <C>              <C>
Net Profits                         $2,186,949      $1,993,107       $1,411,475      $1,886,577       $1,811,298
Net Income:
   Limited Partners                  1,607,490       1,540,460          949,607       1,277,744        1,356,720
   General Partner                     196,130         182,540          122,969         167,610          152,174
   Total                             1,803,620       1,723,000        1,072,576       1,445,354        1,508,894
Limited Partners' Net
   Income per Unit                        9.48            9.08             5.60            7.53             8.00
Limited Partners' Cash
   Distributions per
   Unit                                  10.24            8.62             4.72           10.83             7.36
Total Assets                         1,835,461       1,971,380        1,889,346       1,719,156        2,265,592
Partners' Capital
   (Deficit)
   Limited Partners                  1,888,890       2,018,400        1,940,940       1,793,333        2,352,589
   General Partner                 (    53,429)    (    47,020)     (    51,594)    (    74,177)     (    86,997)
Number of Units
   Outstanding                         169,637         169,637          169,637         169,637          169,637
</TABLE>



                                      -26-
<PAGE>


<TABLE>
<CAPTION>


                                                 Selected Financial Data

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

                                          2004            2003             2002            2001             2000
                                      ------------    ------------     ------------    ------------     ------------

<S>                                    <C>             <C>              <C>             <C>              <C>
Net Profits                            $1,667,188      $1,573,059       $1,431,998      $2,142,197       $1,596,276
Net Income:
   Limited Partners                     1,281,492       1,181,958          878,439       1,560,544        1,187,175
   General Partner                        149,916         140,282          124,069         196,368          143,717
   Total                                1,431,408       1,322,240        1,002,508       1,756,912        1,330,892
Limited Partners' Net
   Income per Unit                          10.15            9.36             6.95           12.36             9.40
Limited Partners' Cash
   Distributions per Unit                    9.34           10.07             8.85           14.71             6.60
Total Assets                            1,186,842       1,076,763        1,176,251       1,401,980        1,716,358
Partners' Capital (Deficit)
   Limited Partners                     1,244,488       1,142,996        1,234,038       1,473,599        1,771,055
   General Partner                    (    57,646)    (    66,233)     (    57,787)    (    71,619)     (    54,697)
Number of Units
   Outstanding                            126,306         126,306          126,306         126,306          126,306
</TABLE>



                                      -27-
<PAGE>

<TABLE>
<CAPTION>

                                                 Selected Financial Data

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

                                       2004            2003             2002            2001             2000
                                   ------------    ------------     ------------    ------------     ------------

<S>                                 <C>             <C>              <C>             <C>              <C>
Net Profits                         $1,246,990      $1,280,650       $  885,782      $1,642,743       $1,433,743
Net Income:
   Limited Partners                    893,019         975,641          607,695       1,351,070        1,184,263
   General Partner                     108,428          78,297           36,219          75,627           64,906
   Total                             1,001,447       1,053,938          643,914       1,426,697        1,249,169
Limited Partners' Net
   Income per Unit                        7.54            8.24             5.13           11.41            10.00
Limited Partners' Cash
   Distributions per Unit                 6.94            8.16             4.61           16.85             7.64
Total Assets                         1,032,135         953,771          930,874         863,504        1,522,340
Partners' Capital (Deficit)
   Limited Partners                  1,080,647       1,009,628        1,000,987         938,292        1,583,222
   General Partner                 (    48,512)    (    59,667)     (    70,113)    (    74,788)     (    60,882)
Number of Units
   Outstanding                         118,449         118,449          118,449         118,449          118,449

</TABLE>


                                      -28-
<PAGE>

<TABLE>
<CAPTION>


                                                 Selected Financial Data

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

                                        2004              2003             2002             2001             2000
                                    ------------      ------------     ------------     ------------     ------------

<S>                                  <C>               <C>              <C>              <C>              <C>
Net Profits                          $1,864,246        $2,347,266       $1,476,251       $2,282,475       $2,468,159
Net Income:
   Limited Partners                   1,399,899         1,813,666          999,684        1,833,293        1,897,956
   General Partner                      167,234           215,343          129,102          130,157          112,363
   Total                              1,567,133         2,029,009        1,128,786        1,963,450        2,010,319
Limited Partners' Net
   Income per Unit                         9.79             12.68             6.99            12.82            13.27
Limited Partners' Cash
   Distributions per Unit                 11.09             11.81             6.38            20.23            11.17
Total Assets                          1,640,367         1,831,927        1,660,818        1,552,953        2,625,065
Partners' Capital (Deficit)
   Limited Partners                   1,666,112         1,853,213        1,728,547        1,640,863        2,700,570
   General Partner                  (    52,148)      (    60,944)     (    67,729)     (    87,910)     (    75,505)
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  (or high  oil and gas  prices),  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, 2004 as compared to the year ended
December  31, 2003 and for the year ended  December  31, 2003 as compared to the
year ended December 31, 2002.


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

                     Year Ended December 31, 2004 Compared
                        to Year Ended December 31, 2003
                    --------------------------------------

      Total Net Profits  increased  $110,627 (8.1%) in 2004 as compared to 2003.
Of this increase,  approximately  (i) $155,000 and $94,000,  respectively,  were
related to increases in the average  prices of oil and gas sold and (ii) $21,000
was  related  to an  increase  in  volumes  of oil sold.  These  increases  were
partially  offset by a  decrease  of  approximately  (i)  $140,000  related to a
decrease  in volumes of gas sold and (ii)  $19,000  related  to an  increase  in
production expenses.

      Volumes  of oil sold  increased  753  barrels,  while  volumes of gas sold
decreased 32,961 Mcf in 2004 as compared to 2003. The increase in volumes of oil
sold was primarily due to positive prior period volume  adjustments  made by the
operators on several wells during 2004, which increases were partially offset by
normal declines in production. The decrease in volumes of gas sold was primarily
due to (i) negative  prior period  volume  adjustments  made by the operators on
several  wells  during  2004 and  (ii)  normal  declines  in  production.  These
decreases  were  partially  offset  by the  receipt  of  first  revenues  on one
significant well during 2004. The increase in production  expenses was primarily
due to (i) workover expenses incurred on two significant wells during 2004, (ii)
an increase in  production  taxes  associated  with the  increase in oil and gas
sales,  and (iii) an increase in production taxes associated with the receipt of
first  revenues  on one  significant  well during  2004.  These  increases  were
partially offset by (i) negative prior period production tax adjustments made by
the operator on several  wells during 2004,  (ii) a decrease in lease  operating
expenses associated with the decrease in volumes of gas sold, and (iii) workover
expenses  incurred  on several  wells  during  2003.  Average oil and gas prices
increased  to $36.36 per barrel  and $4.63 per Mcf,  respectively,  in 2004 from
$28.35 per barrel and $4.25 per Mcf, respectively, in 2003.



                                      -32-
<PAGE>



      Depletion of Net Profits  Interests  decreased  $12,239 (15.3%) in 2004 as
compared to 2003. This decrease was primarily due to (i) upward revisions in the
estimates of remaining oil and gas reserves during 2004 and (ii) the decrease in
volumes of gas sold. As a percentage of Net Profits,  this expense  decreased to
4.6% in 2004 from 5.8% in 2003.  This  percentage  decrease was primarily due to
(i) the dollar  decrease  in  depletion  of Net Profits  Interests  and (ii) the
increase in the average prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant in 2004
and 2003. As a percentage of Net Profits,  these  expenses  decreased to 9.6% in
2004 from 10.4% in 2003.

      Cumulative cash distributions to the Limited Partners through December 31,
2004 were $16,860,558 or 156.01% of Limited Partners' capital contributions.


                     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.



                                      -33-
<PAGE>



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

                     Year Ended December 31, 2004 Compared
                        to Year Ended December 31, 2003
                    --------------------------------------

      Total Net Profits  increased  $193,842 (9.7%) in 2004 as compared to 2003.
Of this increase,  approximately (i) $201,000 and $162,000,  respectively,  were
related to increases in the average  prices of oil and gas sold and (ii) $28,000
was  related  to an  increase  in  volumes  of oil sold.  These  increases  were
partially  offset by a  decrease  of  approximately  (i)  $159,000  related to a
decrease  in volumes of gas sold and (ii)  $38,000  related  to an  increase  in
production expenses.

      Volumes  of oil sold  increased  990  barrels,  while  volumes of gas sold
decreased 36,303 Mcf in 2004 as compared to 2003. The increase in volumes of oil
sold was primarily due to positive prior period volume  adjustments  made by the
operators on several wells during 2004, which increases were partially offset by
normal declines in production. The decrease in volumes of gas sold was primarily
due to (i) negative  prior period  volume  adjustments  made by the operators on
several  wells  during  2004 and  (ii)  normal  declines  in  production.  These
decreases  were  partially  offset  by the  receipt  of  first  revenues  on one
significant well during 2004. The increase in production  expenses was primarily
due to (i) workover expenses incurred on two significant wells during 2004, (ii)
an increase in  production  taxes  associated  with the  increase in oil and gas
sales,  and (iii) an increase in production taxes associated with the receipt of
first  revenues  on one  significant  well during  2004.  These  increases  were
partially offset by (i) negative prior period production tax adjustments made by
the operator on several  wells during 2004,  (ii) a decrease in lease  operating
expenses associated with the decrease in volumes of gas sold, and (iii) workover
expenses  incurred  on several  wells  during  2003.  Average oil and gas prices
increased  to $36.42 per barrel  and $4.80 per Mcf,  respectively,  in 2004 from
$28.37 per barrel and $4.39 per Mcf, respectively, in 2003.

      Depletion of Net Profits  Interests  increased  $83,661 (69.0%) in 2004 as
compared to 2003.  This  increase  was  primarily  due to one  significant  well
becoming fully depleted during 2004 due to the lack of remaining reserves.  This
increase  was  partially  offset by (i) upward  revisions  in the  estimates  of
remaining  oil and gas reserves  during 2004 and (ii) the decrease in volumes of
gas sold. As a percentage of Net Profits, this expense increased to 9.4% in 2004
from 6.1% in 2003.  This  percentage  increase was  primarily  due to the dollar
increase in depletion of Net Profits Interests.



                                      -34-
<PAGE>




      General and administrative  expenses remained  relatively constant in 2004
and 2003. As a percentage of Net Profits,  these  expenses  decreased to 9.6% in
2004 from 10.6% in 2003.

      Cumulative cash distributions to the Limited Partners through December 31,
2004 were $23,554,401 or 138.85% of Limited Partners' capital contributions.


                     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
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.



                                      -35-
<PAGE>



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

                     Year Ended December 31, 2004 Compared
                        to Year Ended December 31, 2003
                    --------------------------------------

      Total Net Profits increased $94,129 (6.0%) in 2004 as compared to 2003. Of
this increase,  approximately $181,000 and $130,000,  respectively, were related
to increases in the average  prices of oil and gas sold.  These  increases  were
partially  offset by decreases  of  approximately  (i)  $111,000  and  $105,000,
respectively,  related  to  decreases  in  volumes  of oil and gas sold and (ii)
$1,000  related to an increase in  production  expenses.  Volumes of oil and gas
sold decreased 3,752 barrels and 20,147 Mcf,  respectively,  in 2004 as compared
to 2003.  The  decrease in volumes of oil sold was  primarily  due to (i) normal
declines in production and (ii) the shutting in of one  significant  well during
late 2004 due to mechanical problems.  As of the date of this Annual Report, the
shut-in well has returned to production. The decrease in volumes of gas sold was
primarily due to normal  declines in  production,  which  decrease was partially
offset by the receipt of first revenues on one significant well during 2004. The
increase  in  production  expenses  was  primarily  due to (i)  an  increase  in
production  taxes  associated  with  the  increase  in oil and gas  sales,  (ii)
workover  expenses  incurred on several wells during 2004, and (iii) an increase
in  production  taxes  associated  with the  receipt  of first  revenues  on one
significant  well  during  2004.  These  increases  were  partially  offset by a
decrease in lease operating expense  associated with the decreases in volumes of
oil and gas sold.  Average oil and gas prices increased to $39.91 per barrel and
$5.75 per Mcf,  respectively,  in 2004 from $29.66 per barrel and $5.21 per Mcf,
respectively, in 2003.

      Depletion of Net Profits  Interests  decreased  $13,415 (14.6%) in 2004 as
compared to 2003. This decrease was primarily due to (i) upward revisions in the
estimates of remaining  oil and gas reserves  during 2004 and (ii) the decreases
in volumes of oil and gas sold.  These  decreases were  partially  offset by the
abandonment  of one  significant  well during  2004  following  an  unsuccessful
recompletion  attempt. As a percentage of Net Profits, this expense decreased to
4.7% in 2004 from 5.9% in 2003.  This  percentage  decrease was primarily due to
(i) the dollar  decrease  in  depletion  of Net Profits  Interests  and (ii) the
increase in the average prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant in 2004
and 2003. As a percentage of Net Profits,  these  expenses  decreased to 9.7% in
2004 from 10.2% in 2003.

      Cumulative cash distributions to the Limited Partners through December 31,
2004 were $18,897,945 or 149.62% of Limited Partners' capital contributions.



                                      -36-
<PAGE>




                     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 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.



                                      -37-
<PAGE>




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

                     Year Ended December 31, 2004 Compared
                        to Year Ended December 31, 2003
                    --------------------------------------

      Total Net Profits decreased $33,660 (2.6%) in 2004 as compared to 2003. Of
this  decrease,  approximately  (i) $53,000  and  $142,000,  respectively,  were
related to  decreases in volumes of oil and gas sold and (ii) $2,000 was related
to an increase in production expenses.  These decreases were partially offset by
increases  of  approximately  $39,000  and  $124,000,  respectively,  related to
increases in the average prices of oil and gas sold.

      Volumes  of oil and gas sold  decreased  1,761  barrels  and  30,660  Mcf,
respectively,  in 2004 as compared to 2003.  The decrease in volumes of oil sold
was primarily due to (i) the  shutting-in of a producing zone on one significant
well during late 2003 and (ii) normal declines in production.  As of the date of
this Annual  Report,  management  does not expect the shut-in  zone to return to
production.  The  decrease  in  volumes  of gas  sold was  primarily  due to (i)
downward revisions in the estimates of remaining gas reserves on one significant
well  resulting  in the P-5  Partnership  becoming  over  produced  in excess of
estimated  ultimate  reserves thereby  increasing gas imbalance payable and (ii)
normal  declines in production.  These  decreases  were partially  offset by the
successful completion of one significant well during early 2004. The increase in
production  expense was primarily due to workover  expenses  incurred on several
wells during 2004,  which  increase  was  substantially  offset by a decrease in
lease operating expenses associated with the decreases in volumes of oil and gas
sold.  Average oil and gas prices  increased  to $38.44 per barrel and $5.08 per
Mcf,  respectively,   in  2004  from  $30.01  per  barrel  and  $4.64  per  Mcf,
respectively, in 2003.

      Depletion of Net Profits  Interests  increased  $15,324 (19.2%) in 2004 as
compared  to  2003.  This  increase  was  primarily  due to (i) an  increase  in
depletable  Net  Profits  Interests  primarily  due  to  developmental  drilling
activities on several properties during 2004 and (ii) one significant well being
fully depleted in 2004 due to the lack of remaining  reserves.  These  increases
were  partially  offset by the  decrease  in volumes  of oil and gas sold.  As a
percentage of Net Profits,  this expense  increased to 7.6% in 2004 from 6.2% in
2003.  This  percentage  increase was  primarily  due to the dollar  increase in
depletion of Net Profits Interests.

      General and administrative  expenses remained  relatively constant in 2004
and 2003. As a percentage of Net Profits,  these expenses  increased to 12.2% in
2004 from 11.9% in 2003.



                                      -38-
<PAGE>




      Cumulative cash distributions to the Limited Partners through December 31,
2004 were $13,212,759 or 111.55% of Limited Partners' capital contributions.


                     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.

      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.



                                      -39-
<PAGE>



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

                     Year Ended December 31, 2004 Compared
                        to Year Ended December 31, 2003
                    --------------------------------------

      Total Net Profits decreased  $483,020 (20.6%) in 2004 as compared to 2003.
Of this decrease,  approximately (i) $234,000 and $597,000,  respectively,  were
related  to  decreases  in  volumes  of oil and gas sold and (ii)  $102,000  was
related to an increase in production  expenses.  These  decreases were partially
offset by  increases  of  approximately  $110,000  and  $340,000,  respectively,
related to increases in the average prices of oil and gas sold.

      Volumes of oil and gas sold  decreased  8,115  barrels  and  130,618  Mcf,
respectively,  in 2004 as compared to 2003.  The decrease in volumes of oil sold
was primarily due to (i) a negative prior period volume  adjustment  made by the
operator  on  one  significant   well  during  2004,  (ii)  normal  declines  in
production,  and  (iii)  the  shutting-in  of a  producing  zone  on  one  other
significant  well  during  late  2003.  As of the  date of this  Annual  Report,
management  does not  expect  the  shut-in  zone to  return to  production.  The
decrease  in volumes of gas sold was  primarily  due to (i) normal  declines  in
production,  (ii) downward  revisions in the estimates of remaining gas reserves
on one significant well resulting in the P-6 Partnership  becoming over produced
in excess of  estimated  ultimate  reserves  thereby  increasing  gas  imbalance
payable,  and  (iii) a  negative  prior  period  volume  adjustment  made by the
operator  on one  significant  well during  2004.  The  increase  in  production
expenses was primarily due to (i) a prior period  production  tax  adjustment on
one  significant  unit  during  2004,  (ii)  workover  expenses  incurred on two
significant wells during 2004, and (iii) the abandonment of one significant well
during 2004 due to severe  mechanical  problems.  These increases were partially
offset by a decrease in lease operating  expenses  associated with the decreases
in volumes of oil and gas sold.  Average oil and gas prices  increased to $43.01
per barrel and $5.33 per Mcf,  respectively,  in 2004 from $28.89 per barrel and
$4.57 per Mcf, respectively, in 2003.

      Depletion of Net Profits  Interests  decreased  $22,355 (15.6%) in 2004 as
compared to 2003. This decrease was primarily due to the decreases in volumes of
oil and gas sold,  which decrease was partially  offset by one significant  well
being fully  depleted  during 2004 due to the lack of remaining  reserves.  As a
percentage of Net Profits,  this expense  increased to 6.3% in 2004 from 6.1% in
2003.



                                      -40-
<PAGE>



      General and administrative  expenses remained  relatively constant in 2004
and 2003. As a percentage of Net Profits,  these  expenses  increased to 9.4% in
2004  from 7.7% in 2003.  This  percentage  increase  was  primarily  due to the
decrease in Net Profits.

      Cumulative cash distributions to the Limited Partners through December 31,
2004 were $19,471,248 or 136.12% of Limited Partners' capital contribution.


                     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.



                                      -41-
<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, 2004, 2003, and 2002.


                             2004 Compared to 2003
                             ---------------------

                    Barrel of Oil                   Average Proceeds per
                      Equivalent                  Barrel of Oil Equivalent
              --------------------------          ------------------------
   P/ship      2004      2003      % Change        2004     2003    % Change
   ------     -------   -------    --------       ------   ------   --------

    P-1       61,343     66,083       ( 7%)       $24.14   $20.73      16%
    P-3       89,842     94,902       ( 5%)        24.34    21.00      16%
    P-4       57,429     64,539       (11%)        29.03    24.37      19%
    P-5       51,765     58,636       (12%)        24.09    21.84      10%
    P-6       82,242    112,126       (27%)        22.67    20.93       8%


                             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%


      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 generally not reinvested in productive  assets.  Assuming
2004  production  levels for future  years,  the  Partnerships'  proved  reserve
quantities at December 31, 2004 would have the following remaining lives:



                                      -42-
<PAGE>



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

                P-1               9.1            12.6
                P-3               9.3            12.9
                P-4               8.3             3.4
                P-5               7.5             8.3
                P-6               8.8            16.0

These life of reserves estimates are based on the current estimates of remaining
oil and gas reserves. See "Item 2. Properties" for a discussion of these reserve
estimates.  Any  decrease  from the high oil and gas prices at December 31, 2004
may cause a decrease in the estimated life of said reserves. As discussed below,
the  Partnerships  must  terminate no later than December 31, 2015 (eleven years
after December 31, 2004).

      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 2004, 2003, and
2002.   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  2004,  2003,  and 2002,  were as
follows:


      Partnership          2004             2003              2002
      -----------        --------         --------          -------

          P-1             $16,707          $45,230          $40,636
          P-3              21,366           57,301           51,341
          P-4                 434              938              -
          P-5                -               8,657           10,398
          P-6                -               5,212           11,319

      Over the years,  as part of the  normal  course of  business,  some of the
Partnerships'  interests  in wells  have  been  sold,  generally  at oil and gas
auctions.  Given the generally  favorable  current  environment  for oil and gas
dispositions,  it is  possible  that  the  number  of and  value  of  properties
considered  for sale may increase.  In the event of sales,  any net proceeds are
distributed as soon as possible after the disposition.  Future production, costs
and cash flow will be reduced as properties are sold.



                                      -43-
<PAGE>



      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 generally replacing production.

      The  General  Partner  expects  general  and  administrative  expenses  to
increase substantially during 2005 and 2006 due to costs required to comply with
Section 404 of the  Sarbanes-Oxley  Act of 2002. Such anticipated  increase will
reduce cash available for  distribution.  The General Partner expects at least a
portion of this anticipated  increase in general and administrative  expenses to
continue in years beyond 2006.

      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



                                      -44-
<PAGE>



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 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 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.



                                      -45-
<PAGE>



      Asset Retirement Obligation

      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:

                                     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 is adjusted upwards each quarter in order
to recognize  accretion of the time-related  discount factor. For 2004, the P-1,
P-3, P-4, P-5, and P-6 Partnerships  recognized  approximately  $3,000,  $5,000,
$3,000, $4,000, 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.


      New Accounting Pronouncements

      The  Partnerships  are  not  aware  of  any  recently  issued   accounting
pronouncements that would have an impact on the Partnerships'  future results of
operations and financial position.


      Inflation and Changing Prices

      Prices obtained for oil  and  gas production depend upon numerous factors,
including the extent of domestic and foreign



                                      -46-
<PAGE>



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 2004.  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.


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.


ITEM 9B.    OTHER INFORMATION

      The  General  Partner  is not  aware  of any  information  required  to be
reported  on Form 8-K  during  the  fourth  quarter of 2004 but which was not so
reported.



                                      -47-
<PAGE>




                                   PART III.

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER

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


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

      Dennis R. Neill          53      President and Director

      Judy K. Fox              54      Secretary

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

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

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

      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 2004 of reports required under Section 16 of the Securities  Exchange Act
of 1934.



                                      -48-
<PAGE>



      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  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  2004,  2003,  and 2002,  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         2004          2003         2002
            -----------       --------      --------     --------
                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



                                      -49-
<PAGE>



      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 2004, 2003, and 2002:



                                      -50-
<PAGE>



<TABLE>
<CAPTION>

                                                  Salary Reimbursements

                                                     P-1 Partnership
                                                     ---------------
                                            Three Years Ended December 31, 2004

                                                                            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(#)       ($)         ($)
---------------           ----   -------    -------     -------     ----------     --------     -------     -------

                       <C>    <C>           <C>         <C>          <C>           <C>          <C>         <C>
Dennis R. Neill,
President(1)(2)           2002      -          -           -            -             -            -           -
                          2003      -          -           -            -             -            -           -
                          2004      -          -           -            -             -            -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)             2002   $60,748       -           -            -             -            -           -
                          2003   $61,746       -           -            -             -            -           -
                          2004   $66,157       -           -            -             -            -           -

----------
(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>



                                      -51-
<PAGE>




<TABLE>
<CAPTION>

                                                  Salary Reimbursements

                                                     P-3 Partnership
                                                     ---------------
                                            Three Years Ended December 31, 2004

                                                                              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)           2002         -          -           -            -            -            -         -
                          2003         -          -           -            -            -            -         -
                          2004         -          -           -            -            -            -         -

All Executive
Officers,
Directors,
and Employees
as a group(2)             2002     $ 95,351       -           -            -            -            -         -
                          2003     $ 96,917       -           -            -            -            -         -
                          2004     $103,842       -           -            -            -            -         -
---------
(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>


                                      -52-
<PAGE>



<TABLE>
<CAPTION>


                                                  Salary Reimbursements

                                                     P-4 Partnership
                                                     ---------------
                                           Three Years Ended December 31, 2004

                                                                            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)           2002        -          -          -            -             -             -         -
                          2003        -          -          -            -             -             -         -
                          2004        -          -          -            -             -             -         -

All Executive
Officers,
Directors,
and Employees
as a group(2)             2002     $71,001       -          -            -             -             -         -
                          2003     $72,167       -          -            -             -             -         -
                          2004     $77,323       -          -            -             -             -         -
----------
(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>



                                      -53-
<PAGE>


<TABLE>
<CAPTION>

                                                  Salary Reimbursements

                                                     P-5 Partnership
                                                     ---------------
                                            Three Years Ended December 31, 2004

                                                                             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)           2002        -           -         -            -             -             -         -
                          2003        -           -         -            -             -             -         -
                          2004        -           -         -            -             -             -         -

All Executive
Officers,
Directors,
and Employees
as a group(2)             2002     $66,579        -         -            -             -             -         -
                          2003     $67,673        -         -            -             -             -         -
                          2004     $72,508        -         -            -             -             -         -
----------
(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>



                                      -54-
<PAGE>


<TABLE>
<CAPTION>

                                                  Salary Reimbursements

                                                     P-6 Partnership
                                                     ---------------
                                           Three Years Ended December 31, 2004

                                                                             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)           2002        -           -           -            -            -           -          -
                          2003        -           -           -            -            -           -          -
                          2004        -           -           -            -            -           -          -

All Executive
Officers,
Directors,
and Employees
as a group(2)             2002     $80,401        -           -            -            -           -          -
                          2003     $81,722        -           -            -            -           -          -
                          2004     $87,560        -           -            -            -           -          -
----------
(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>



                                      -55-
<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 the date of filing  this  Annual  Report 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                              31,197  (28.9%)

   All affiliates, directors, and officers of
      the General Partner as a group and the
      General Partner (4 persons)                        31,197  (28.9%)





                                      -56-
<PAGE>



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

   Samson Resources Company                              69,425  (40.9%)

   All affiliates, directors, and officers
      of the General Partner as a group and
      the General Partner (4 persons)                    69,425  (40.9%)


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

   Samson Resources Company                              34,448  (27.3%)

   All affiliates, directors, and officers
      of the General Partner as a group and
      the General Partner (4 persons)                    34,448  (27.3%)


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

   Samson Resources Company                              29,480  (24.9%)

   All affiliates, directors, and officers
      of the General Partner as a group and
      the General Partner (4 persons)                    29,480  (24.9%)


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

   Samson Resources Company                              20,917  (14.6%)

   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)                    20,917  (14.6%)


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



                                      -57-
<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.



                                      -58-
<PAGE>




ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

      Audit Fees

      During 2004 and 2003, each Partnership paid the following audit fees:

                                                 2004        2003
                                                -------     -------

      Year-end audit per engagement letter      $21,560     $19,250
      1st quarter 10-Q review                       825         750
      2nd quarter 10-Q review                       825         750
      3rd quarter 10-Q review                       825         750


      Audit-Related Fees

      During 2004 and 2003 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 2004 and 2003 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  2004 and 2003 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



                                      -59-
<PAGE>



impairs the auditors' independence.



PART IV.

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(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, 2004 and 2003 and for each of the three years in
the period ended December 31, 2004 are filed as part of this report:

            Report of Independent Registered Public Accounting Firm
            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.



                                      -60-
<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



                                      -61-
<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



                                      -62-
<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.



                                      -63-
<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,



                                      -64-
<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



                                      -65-
<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



                                      -66-
<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.



                                      -67-
<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.



                                      -68-
<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.




                                      -69-
<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 30, 2005


                              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 30, 2005
      -------------------       Director (Principal
          Dennis R. Neill       Executive Officer)

      //s//Craig D. Loseke      Chief Accounting         March 30, 2005
      -------------------       Officer (Principal
          Craig D. Loseke       Accounting and
                                Financial Officer)

      //S//Judy K. Fox          Secretary                March 30, 2005
      -------------------
          Judy K. Fox


                                      -70-

<PAGE>
ITEM 8:     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2004 and 2003, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2004, 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 the
standards of the Public  Company  Accounting  Oversight  Board (United  States).
Those standards  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 the Combined Financial Statements under
the  heading  "Asset  Retirement  Obligation",  effective  January  1,  2003 the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.




                                    PricewaterhouseCoopers LLP








Tulsa, Oklahoma
March 30, 2005




                                      F-1
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
                           GEODYNE NPI PARTNERSHIP P-1
                             Combined Balance Sheets
                           December 31, 2004 and 2003


                                     ASSETS
                                     ------

                                                   2004              2003
                                               ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                    $  448,368        $  399,580
   Accounts receivable:
      Net Profits                                   77,602           139,856
                                                 ---------         ---------

         Total current assets                   $  525,970        $  539,436

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                   693,128           732,423
                                                 ---------         ---------

                                                $1,219,098        $1,271,859
                                                 =========         =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                              ($   64,846)      ($   58,713)
   Limited Partners, issued and
     outstanding, 108,074 Units                   1,283,944         1,330,572
                                                  ---------         ---------

         Total Partners' capital                 $1,219,098        $1,271,859
                                                  =========         =========




              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, 2004, 2003, and 2002

                                      2004            2003              2002
                                   ----------      ----------        ----------
REVENUES:
   Net Profits                     $1,480,785      $1,370,158        $  993,269
   Interest income                      2,902           2,110             1,751
   Gain on sale of
      Net Profits Interests            17,563          43,930            37,624
   Other income                         3,474            -                 -
                                    ---------       ---------         ---------
                                   $1,504,724      $1,416,198        $1,032,644

COSTS AND EXPENSES:
   Depletion of
      Net Profits Interests        $   67,699      $   79,938        $  115,284
   General and
      administrative                  142,133         143,103           143,004
                                    ---------       ---------         ---------
                                   $  209,832      $  223,041        $  258,288
                                    ---------       ---------         ---------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE            $1,294,892      $1,193,157        $  774,356

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

NET INCOME                         $1,294,892      $1,196,889        $  774,356
                                    =========       =========         =========
GENERAL PARTNER -
   NET INCOME                      $  133,520      $  126,336        $   87,636
                                    =========       =========         =========
LIMITED PARTNERS -
   NET INCOME                      $1,161,372      $1,070,553        $  686,720
                                    =========       =========         =========
NET INCOME
   per Unit                        $    10.75      $     9.91        $     6.35
                                    =========       =========         =========
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, 2004, 2003, and 2002


                                Limited            General
                                Partners           Partner            Total
                              ------------        ----------      ------------

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
   Net income                   1,161,372           133,520         1,294,892
   Cash distributions         ($1,208,000)        ($139,653)      ($1,347,653)
                                ---------           -------         ---------

Balance, Dec. 31, 2004         $1,283,944         ($ 64,846)       $1,219,098
                                =========           =======         =========



              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, 2004, 2003, and 2002

                                           2004           2003           2002
                                       ------------   ------------    ----------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                           $1,294,892     $1,196,889      $774,356
   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                  67,699         79,938       115,284
      Gain on sale of
         Net Profits Interests         (    17,563)   (    43,930)    (  37,624)
      (Increase)decrease in
         accounts receivable
         - Net Profits                      54,004    (     1,201)    (  70,331)
                                         ---------      ---------       -------

   Net cash provided by
      operating activities              $1,399,032     $1,227,964      $781,685
                                         ---------      ---------       -------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                ($   19,298)   ($   26,919)    ($ 61,170)
   Proceeds from sale of
      Net Profits Interests                 16,707         45,230        40,636
                                         ---------      ---------       -------

   Net cash provided (used) by
      investing activities             ($    2,591)    $   18,311     ($ 20,534)
                                         ---------      ---------       -------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                  ($1,347,653)   ($1,155,922)    ($634,206)
                                         ---------      ---------       -------
   Net cash used by financing
      activities                       ($1,347,653)   ($1,155,922)    ($634,206)
                                         ---------      ---------       -------



                                      F-5
<PAGE>




NET INCREASE IN CASH
   AND CASH EQUIVALENTS                 $   48,788     $   90,353      $126,945

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                  399,580        309,227       182,282
                                         ---------      ---------       -------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                      $  448,368     $  399,580      $309,227
                                         =========      =========       =======




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



                                      F-6
<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2004 and 2003, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2004, 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 the
standards of the Public  Company  Accounting  Oversight  Board (United  States).
Those standards  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 the Combined Financial Statements under
the  heading  "Asset  Retirement  Obligation",  effective  January  1,  2003 the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.




                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
March 30, 2005




                                      F-7
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
                           GEODYNE NPI PARTNERSHIP P-3
                             Combined Balance Sheets
                           December 31, 2004 and 2003


                                     ASSETS
                                     ------

                                                     2004              2003
                                                 ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                      $  633,196        $  581,527
   Accounts receivable:
      Net Profits                                    130,416           199,159
                                                   ---------         ---------

         Total current assets                     $  763,612        $  780,686

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                   1,071,849         1,190,694
                                                   ---------         ---------

                                                  $1,835,461        $1,971,380
                                                   =========         =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                               ($   53,429)      ($   47,020)
   Limited Partners, issued and
     outstanding, 169,637 Units                    1,888,890         2,018,400
                                                   ---------         ---------

         Total Partners' capital                  $1,835,461        $1,971,380
                                                   =========         =========



              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, 2004, 2003, and 2002

                                          2004             2003          2002
                                       ----------       ----------    ----------
REVENUES:
   Net Profits                         $2,186,949       $1,993,107    $1,411,475
   Interest income                          4,406            3,060         2,610
   Gain on sale of
      Net Profits Interests                22,514           55,610        47,198
   Other income                             4,376             -             -
                                        ---------        ---------     ---------

                                       $2,218,245       $2,051,777    $1,461,283

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests                $  204,906       $  121,245    $  177,473
   General and
      administrative                      209,719          211,602       211,234
                                        ---------        ---------     ---------
                                       $  414,625       $  332,847    $  388,707
                                        ---------        ---------     ---------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                $1,803,620       $1,718,930    $1,072,576

   Cumulative effect of change
      in accounting for asset
      retirement obligations
      (Note 1)                               -               4,070          -
                                        ---------        ---------     ---------
NET INCOME                             $1,803,620       $1,723,000    $1,072,576
                                        =========        =========     =========
GENERAL PARTNER -
   NET INCOME                          $  196,130       $  182,540    $  122,969
                                        =========        =========     =========
LIMITED PARTNERS -
   NET INCOME                          $1,607,490       $1,540,460    $  949,607
                                        =========        =========     =========
NET INCOME
   per Unit                            $     9.48       $     9.08    $     5.60
                                        =========        =========     =========
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, 2004, 2003, and 2002


                              Limited            General
                              Partners           Partner            Total
                            ------------        ----------      ------------

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
   Net income                 1,607,490           196,130         1,803,620
   Cash distributions       ( 1,737,000)        ( 202,539)      ( 1,939,539)
                              ---------           -------         ---------

Balance, Dec. 31, 2004       $1,888,890         ($ 53,429)       $1,835,461
                              =========           =======         =========


                     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, 2004, 2003, and 2002

                                         2004           2003           2002
                                     ------------   ------------   ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                         $1,803,620     $1,723,000     $1,072,576
   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               204,906        121,245        177,473
      Gain on sale of
         Net Profits Interests       (    22,514)   (    55,610)   (    47,198)
      (Increase) decrease in
         accounts receivable
         - Net Profits                    52,782    (     9,446)   (    96,400)
                                       ---------      ---------      ---------

   Net cash provided by
      operating activities            $2,038,794     $1,775,119     $1,106,451
                                       ---------      ---------      ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures              ($   68,952)   ($   43,489)   ($   88,773)
   Proceeds from sale of
      Net Profits Interests               21,366         57,301         51,341
                                       ---------      ---------      ---------

   Net cash provided (used)
      by investing activities        ($   47,586)    $   13,812    ($   37,432)
                                       ---------      ---------      ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                ($1,939,539)   ($1,640,966)   ($  902,386)
                                       ---------      ---------      ---------
   Net cash used by financing
      activities                     ($1,939,539)   ($1,640,966)   ($  902,386)
                                       ---------      ---------      ---------




                                      F-11
<PAGE>



NET INCREASE IN CASH
   AND CASH EQUIVALENTS               $   51,669     $  147,965     $  166,633

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                581,527        433,562        266,929
                                       ---------      ---------      ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                    $  633,196     $  581,527     $  433,562
                                       =========      =========      =========


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



                                      F-12
<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2004 and 2003, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2004, 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 the
standards of the Public  Company  Accounting  Oversight  Board (United  States).
Those standards  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 the Combined Financial Statements under
the  heading  "Asset  Retirement  Obligation",  effective  January  1,  2003 the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.




                                    PricewaterhouseCoopers LLP








Tulsa, Oklahoma
March 30, 2005



                                      F-13
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
                           GEODYNE NPI PARTNERSHIP P-4
                             Combined Balance Sheets
                           December 31, 2004 and 2003


                                     ASSETS
                                     ------
                                                    2004              2003
                                                ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                     $  510,213        $  399,864
   Accounts receivable:
      Net Profits                                   281,672           240,436
                                                  ---------         ---------

         Total current assets                    $  791,885        $  640,300

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                    394,957           436,463
                                                  ---------         ---------

                                                 $1,186,842        $1,076,763
                                                  =========         =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                              ($   57,646)      ($   66,233)
   Limited Partners, issued and
     outstanding, 126,306 Units                   1,244,488         1,142,996
                                                  ---------         ---------

         Total Partners' capital                 $1,186,842        $1,076,763
                                                  =========         =========




              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, 2004, 2003, and 2002

                                        2004           2003           2002
                                    ------------   ------------   ------------
REVENUES:
   Net Profits                       $1,667,188     $1,573,059     $1,431,998
   Interest income                        3,147          2,788          3,567
   Gain (loss) on sale of
      Net Profits Interests                 962           -       (     5,853)
                                      ---------      ---------      ---------
                                     $1,671,297     $1,575,847     $1,429,712

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests              $   78,779     $   92,194     $  268,612
   General and
      administrative                    161,110        160,974        158,592
                                      ---------      ---------      ---------
                                     $  239,889     $  253,168     $  427,204
                                      ---------      ---------      ---------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE              $1,431,408     $1,322,679     $1,002,508

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

NET INCOME                           $1,431,408     $1,322,240     $1,002,508
                                      =========      =========      =========
GENERAL PARTNER -
   NET INCOME                        $  149,916     $  140,282     $  124,069
                                      =========      =========      =========
LIMITED PARTNERS -
   NET INCOME                        $1,281,492     $1,181,958     $  878,439
                                      =========      =========      =========
NET INCOME
   per Unit                          $    10.15     $     9.36     $     6.95
                                      =========      =========      =========
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, 2004, 2003, and 2002


                                Limited            General
                                Partners           Partner            Total
                              ------------        ----------      ------------

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
   Net income                   1,281,492           149,916         1,431,408
   Cash distributions         ( 1,180,000)        ( 141,329)      ( 1,321,329)
                                ---------           -------         ---------

Balance, Dec. 31, 2004         $1,244,488         ($ 57,646)       $1,186,842
                                =========           =======         =========


              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, 2004, 2003, and 2002

                                        2004           2003           2002
                                    ------------   ------------   ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                        $1,431,408     $1,322,240     $1,002,508
   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                78,779         92,194        268,612
      (Gain) loss on sale of
         Net Profits Interests      (       962)          -             5,853
      Settlement of asset
         retirement obligation      (        77)          -              -
      (Increase) decrease in
         accounts receivable-
         related party                     -                 5    (         5)
      (Increase) decrease in
         accounts receivable -
         Net Profits                (    46,036)        79,535    (    44,241)
                                      ---------      ---------      ---------

   Net cash provided by
     operating activities            $1,463,112     $1,494,413     $1,232,727
                                      ---------      ---------      ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($   31,868)   ($   24,938)   ($   73,913)
   Proceeds from sale of
      Net Profits Interests                 434            938           -
                                      ---------      ---------      ---------

   Net cash used by
      investing activities          ($   31,434)   ($   24,000)   ($   73,913)
                                      ---------      ---------      ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($1,321,329)   ($1,421,728)   ($1,228,237)
                                      ---------      ---------      ---------
   Net cash used by financing
      activities                    ($1,321,329)   ($1,421,728)   ($1,228,237)
                                      ---------      ---------      ---------

                                      F-17
<PAGE>



NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS         $  110,349     $   48,685    ($   69,423)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD               399,864        351,179        420,602
                                      ---------      ---------      ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                   $  510,213     $  399,864     $  351,179
                                      =========      =========      =========



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



                                      F-18
<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2004 and 2003, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2004, 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 the
standards of the Public  Company  Accounting  Oversight  Board (United  States).
Those standards  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 the Combined Financial Statements under
the  heading  "Asset  Retirement  Obligation",  effective  January  1,  2003 the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.




                                    PricewaterhouseCoopers LLP







Tulsa, Oklahoma
March 30, 2005




                                      F-19
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
                           GEODYNE NPI PARTNERSHIP P-5
                             Combined Balance Sheets
                           December 31, 2004 and 2003

                                     ASSETS
                                     ------
                                                    2004              2003
                                                ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                     $  393,840        $  337,494
   Accounts receivable:
      Net Profits                                    37,416              -
                                                  ---------         ---------

         Total current assets                    $  431,256        $  337,494

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                    600,879           616,277
                                                  ---------         ---------

                                                 $1,032,135        $  953,771
                                                  =========         =========


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

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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                              ($   48,512)      ($   59,667)
   Limited Partners, issued and
     outstanding, 118,449 Units                   1,080,647         1,009,628
                                                  ---------         ---------

         Total Partners' capital                 $1,032,135        $  949,961
                                                  =========         =========

                                                 $1,032,135        $  953,771
                                                  =========         =========





              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, 2004, 2003, and 2002

                                       2004             2003           2002
                                    ----------       ----------      --------
REVENUES:
   Net Profits                      $1,246,990       $1,280,650      $885,782
   Interest income                       2,632            2,365         2,106
   Gain (loss) on sale of
      Net Profits Interests        (       749)            -            9,113
                                     ---------        ---------       -------
                                    $1,248,873       $1,283,015      $897,001

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests             $   94,961       $   79,637      $103,212
   General and
      administrative                   152,465          152,225       149,875
                                     ---------        ---------       -------
                                    $  247,426       $  231,862      $253,087
                                     ---------        ---------       -------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE             $1,001,447       $1,051,153      $643,914

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

NET INCOME                          $1,001,447       $1,053,938      $643,914
                                     =========        =========       =======
GENERAL PARTNER -
   NET INCOME                       $  108,428       $   78,297      $ 36,219
                                     =========        =========       =======
LIMITED PARTNERS -
   NET INCOME                       $  893,019       $  975,641      $607,695
                                     =========        =========       =======
NET INCOME
   per Unit                         $     7.54       $     8.24      $   5.13
                                     =========        =========       =======
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, 2004, 2003, and 2002


                              Limited            General
                              Partners           Partner            Total
                            ------------        ----------      ------------

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
   Net income                   893,019           108,428         1,001,447
   Cash distributions       (   822,000)        (  97,273)      (   919,273)
                              ---------           -------         ---------

Balance, Dec. 31, 2004       $1,080,647         ($ 48,512)       $1,032,135
                              =========           =======         =========




              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, 2004, 2003, and 2002

                                           2004            2003          2002
                                       ------------    ------------   ----------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                           $1,001,447      $1,053,938     $643,914
   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                  94,961          79,637      103,212
      (Gain) loss on sale of
         Net Profits Interests                 749            -       (   9,113)
      Settlement of asset
         retirement obligation         (       104)           -            -
      Net change in accounts
         receivable (accounts
         payable) - Net Profits        (    62,284)    (     3,357)   (  14,540)
                                         ---------       ---------      -------

   Net cash provided by
     operating activities               $1,034,769      $1,127,433     $723,473
                                         ---------       ---------      -------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                ($   59,150)    ($   16,739)   ($ 76,041)
   Proceeds from sale of
      Net Profits Interests                   -              8,657       10,398
                                         ---------       ---------      -------
   Net cash used by
      investing activities             ($   59,150)    ($    8,082)   ($ 65,643)
                                         ---------       ---------      -------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                  ($  919,273)    ($1,034,851)   ($576,544)
                                         ---------       ---------      -------
   Net cash used by financing
      activities                       ($  919,273)    ($1,034,851)   ($576,544)
                                         ---------       ---------      -------




                                      F-23
<PAGE>



NET INCREASE IN CASH
   AND CASH EQUIVALENTS                 $   56,346      $   84,500     $ 81,286

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                  337,494         252,994      171,708
                                         ---------       ---------      -------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                      $  393,840      $  337,494     $252,994
                                         =========       =========      =======



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



                                      F-24
<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2004 and 2003, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2004, 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 the
standards of the Public  Company  Accounting  Oversight  Board (United  States).
Those standards  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 the Combined Financial Statements under
the  heading  "Asset  Retirement  Obligation",  effective  January  1,  2003 the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.




                                    PricewaterhouseCoopers LLP








Tulsa, Oklahoma
March 30, 2005




                                      F-25
<PAGE>



      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6
                           GEODYNE NPI PARTNERSHIP P-6
                             Combined Balance Sheets
                           December 31, 2004 and 2003

                                     ASSETS
                                     ------
                                                   2004              2003
                                               ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                    $  469,272        $  567,735
                                                 ---------         ---------

         Total current assets                   $  469,272        $  567,735

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                 1,171,095         1,264,192
                                                 ---------         ---------

                                                $1,640,367        $1,831,927
                                                 =========         =========


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

CURRENT LIABILITIES:
   Accounts payable:
      Net Profits                                $   26,403        $   39,658
                                                  ---------         ---------
         Total current liabilities               $   26,403        $   39,658

PARTNERS' CAPITAL (DEFICIT):
   General Partner                              ($   52,148)      ($   60,944)
   Limited Partners, issued and
     outstanding, 143,041 Units                   1,666,112         1,853,213
                                                  ---------         ---------

         Total Partners' capital                 $1,613,964        $1,792,269
                                                  =========         =========

                                                 $1,640,367        $1,831,927
                                                  =========         =========





              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, 2004, 2003, and 2002

                                     2004             2003              2002
                                 -----------       ----------        ----------
REVENUES:
   Net Profits                    $1,864,246       $2,347,266        $1,476,251
   Interest income                     3,941            3,518             2,815
   Gain (loss) on sale of
      Net Profits Interests      (       256)            -               10,267
                                   ---------        ---------         ---------

                                  $1,867,931       $2,350,784        $1,489,333

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests           $  121,279       $  143,634        $  183,386
   General and
     administrative                  179,519          179,618           177,161
                                   ---------        ---------         ---------
                                  $  300,798       $  323,252        $  360,547
                                   ---------        ---------         ---------

INCOME BEFORE CUMULATIVE
   EFFECT OF ACCOUNTING
   CHANGE                         $1,567,133       $2,027,532        $1,128,786

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

NET INCOME                        $1,567,133       $2,029,009        $1,128,786
                                   =========        =========         =========
GENERAL PARTNER -
   NET INCOME                     $  167,234       $  215,343        $  129,102
                                   =========        =========         =========
LIMITED PARTNERS -
   NET INCOME                     $1,399,899       $1,813,666        $  999,684
                                   =========        =========         =========
NET INCOME
   per Unit                       $     9.79       $    12.68        $     6.99
                                   =========        =========         =========
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, 2004, 2003, and 2002


                               Limited            General
                               Partners           Partner            Total
                             ------------        ----------      ------------

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
   Net income                  1,399,899           167,234         1,567,133
   Cash distributions        ( 1,587,000)        ( 158,438)      ( 1,745,438)
                               ---------           -------         ---------

Balance, Dec. 31, 2004        $1,666,112         ($ 52,148)       $1,613,964
                               =========           =======         =========


              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, 2004, 2003, and 2002

                                        2004           2003           2002
                                    ------------   ------------   ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                        $1,567,133     $2,029,009     $1,128,786
   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               121,279        143,634        183,386
      (Gain) loss on sale of
        Net Profits Interests               256           -       (    10,267)
      Settlement of asset
        retirement obligation       (       388)          -              -
      Net change in accounts
        receivable (accounts
        payable) - Net Profits      (    19,939)   (    20,933)   (    83,527)
                                      ---------      ---------      ---------

   Net cash provided by
      operating activities           $1,668,341     $2,150,233     $1,218,378
                                      ---------      ---------      ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($   21,366)   ($    7,948)   ($   78,281)
   Proceeds from sale of
      Net Profits Interests                -             5,212         11,319
                                      ---------      ---------      ---------

   Net cash used by
      investing activities          ($   21,366)   ($    2,736)   ($   66,962)
                                      ---------      ---------      ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($1,745,438)   ($1,897,558)   ($1,020,921)
                                      ---------      ---------      ---------
   Net cash used by financing
      activities                    ($1,745,438)   ($1,897,558)   ($1,020,921)
                                      ---------      ---------      ---------



                                      F-29
<PAGE>




NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS        ($   98,463)    $  249,939     $  130,495

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD               567,735        317,796        187,301
                                      ---------      ---------      ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                  $  469,272     $  567,735     $  317,796
                                      =========      =========      =========



              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, 2004, 2003, and 2002


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,  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.

      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, 2004:

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

                 P-1             31,037             28.7%
                 P-3             69,180             40.8%
                 P-4             34,234             27.1%
                 P-5             29,360             24.8%
                 P-6             20,827             14.6%

      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.


      Allocation of Costs and Revenues

      The combination of the allocation provisions in each Partnerships' limited
 partnership agreement and NPI Partnerships'



                                      F-32
<PAGE>



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.
(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



                                      F-33
<PAGE>



      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  (accounts payable) - Net Profits, are due from a variety of
oil and gas purchasers and, therefore,  indirectly subject the Partnerships to a
concentration of credit risk. Some of these purchasers are discussed in Note 3 -
Major Customers.


      Net Profits Interests

      The  Partnerships  follow the successful  efforts method of accounting for
their  Net  Profits   Interests.   Under  the  successful  efforts  method,  the
Partnerships capitalize all acquisition



                                      F-34
<PAGE>



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, 2004, 2003, and 2002 were as follows:

                  Partnership       2004  2003  2002
                  -----------       ----- ----- -----

                      P-1           $1.10 $1.21 $1.69
                      P-3            2.28  1.28  1.80
                      P-4            1.37  1.43  2.68
                      P-5            1.83  1.36  1.46
                      P-6            1.47  1.28  1.51

      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, 2004.

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


      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



                                      F-35
<PAGE>



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 for which the Partnerships are currently settling
this  liability.   This  liability  is  recorded  as  a  reduction  of  accounts
receivable.

      Also included in accounts receivable  (accounts payable) - Net Profits are
the estimated asset retirement  obligations (see "Asset Retirement  Obligation")
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   (accounts   payable)  -  Net  Profits  includes  accrued
liabilities, accrued lease operating expenses, asset retirement obligations, and
deferred  lease  operating  expenses  related  to gas  balancing  which  involve
estimates  that  could  materially  differ  from the actual  amounts  ultimately
realized or incurred in the near term.  Oil and gas  reserves  (see Note 4) also
involve  significant  estimates  which could  materially  differ from the actual
amounts ultimately realized.



                                      F-36
<PAGE>



      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.


      Asset Retirement Obligation

      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).  FAS No. 143 requires the fair
value of a liability for an asset retirement  obligation to be recognized in the
period in which it is  incurred  if a  reasonable  estimate of fair value can be
made, and that the associated  asset  retirement costs be capitalized as part of
the carrying amount of the long-lived  asset.  The Partnerships own interests in
oil and gas properties which require  expenditures to plug and abandon the wells
when reserves in the wells are depleted.  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

      The asset  retirement  obligation will be adjusted upwards each quarter in
order to recognize accretion of the time-related  discount factor. For 2004, the
P-1,  P-3,  P-4,  P-5, and P-6  Partnerships  recognized  approximately  $3,000,
$5,000,  $3,000,  $4,000,  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.

      The components of the change in asset retirement obligations for the years
ended December 31, 2004 and December 31, 2003 are as shown below.



                                      F-37
<PAGE>




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

                                             2004              2003
                                          ----------        ----------

Total Asset Retirement
   Obligation, January 1                   $ 56,388          $ 55,495
Additions and Revisions                          27                79
Settlements and Disposals                 (     238)        (   1,737)
Accretion Expense                             2,576             2,551
                                            -------           -------
Total Asset Retirement
   Obligation, December 31                 $ 58,753          $ 56,388
                                            =======           =======


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

                                             2004              2003
                                          ----------        ----------

Total Asset Retirement
   Obligation, January 1                   $ 95,666          $ 94,622
Additions and Revisions                          33               247
Settlements and Disposals                 (     300)        (   3,483)
Accretion Expense                             4,319             4,280
                                            -------           -------
Total Asset Retirement
   Obligation, December 31                 $ 99,718          $ 95,666
                                            =======           =======


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

                                             2004              2003
                                          ----------        ----------

Total Asset Retirement
   Obligation, January 1                   $ 56,632          $ 53,986
Additions and Revisions                         440               354
Settlements and Disposals                 (   2,277)             -
Accretion Expense                             2,125             2,292
                                            -------           -------
Total Asset Retirement
   Obligation, December 31                 $ 56,920          $ 56,632
                                            =======           =======






                                      F-38
<PAGE>



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

                                             2004             2003
                                          ----------        --------

Total Asset Retirement
   Obligation, January 1                   $ 72,299         $ 68,918
Additions and Revisions                       1,608              141
Settlements and Disposals                 (     104)            -
Accretion Expense                             2,878            3,240
                                            -------          -------
Total Asset Retirement
   Obligation, December 31                 $ 76,681         $ 72,299
                                            =======          =======


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

                                             2004             2003
                                          ----------        --------

Total Asset Retirement
   Obligation, January 1                   $206,661         $204,576
Additions and Revisions                         954               50
Settlements and Disposals                 (   6,956)            -
Accretion Expense                             7,427            2,035
                                            -------          -------
Total Asset Retirement
   Obligation, December 31                 $208,086         $206,661
                                            =======          =======

      Had FAS No.  143 been  adopted  at January 1, 2002 the amount of the asset
retirement  obligation at that date and at December 31, 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 pro forma  impact
for the P-1, P-3, P-4, P-5, and P-6 Partnerships  during the year ended December
31,  2002 would have been an increase in  Depletion  of Net Profits  Interest of
approximately $3,000, $5,000, $4,000, $3,000, and $9,000, respectively.


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



                                      F-39
<PAGE>



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, 2004,  2003, and
2002:

            Partnership         2004        2003        2002
            -----------       --------    --------    --------

                 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

      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.


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, 2004,
2003, and 2002:

                                                 Percentage
                                          -----------------------
Partnership         Purchaser             2004      2003     2002
----------- ------------------------      -----    -----    -----

    P-1           Cinergy Marketing
                    ("Cinergy")           13.2%    14.3%      -
                  Duke Energy Field
                    Services, Inc.
                    ("Duke")              11.5%      -        -
                  Chevron U.S.A., Inc.    11.3%      -        -
                  El Paso Energy
                    Marketing Company
                    ("El Paso")             -        -      17.5%

    P-3           Duke                    14.9%      -        -
                  Cinergy                 12.0%    13.2%      -
                  El Paso                   -        -      17.4%






                                      F-40
<PAGE>



    P-4           Eaglwing Trading, Inc.  25.3%    25.9%    23.3%
                  Gulfterra Central
                    Point Alloc.          11.4%      -        -
                  Valero Industrial
                    Gas LP                  -      22.8%    20.3%
                  Conoco, Inc.              -        -      15.7%
                  El Paso                   -        -      11.9%

    P-5           Enogex Services
                    Corporation           20.2%    18.3%      -
                  Cinergy                 16.1%    27.0%      -
                  ONEOK Texas Energy      14.6%    14.4%    12.0%
                    Resources ("ONEOK")
                  Duke                    11.5%    13.6%      -
                  El Paso                   -        -      59.2%

    P-6           Duke                    23.1%    22.9%    18.0%
                  Kinder Morgan, Inc.     19.5%    18.0%      -
                  ONEOK                   11.1%      -        -
                  Cinergy                   -      15.2%      -
                  El Paso                   -        -      28.0%

      In the  event  of  interruption  of  purchases  by one or  more  of  these
significant  customers or the cessation or material  change in  availability  of
open  access  transportation  by pipeline  transporters,  the  Partnerships  may
encounter  difficulty in marketing  their gas and in maintaining  historic sales
levels. 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, 2004 and 2003
were as follows:



                                      F-41
<PAGE>





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

                                              2004              2003
                                          ------------      ------------
Net Profits Interests in proved
  oil and gas properties                   $6,539,536        $6,585,411

Less accumulated depletion
  and valuation allowance                 ( 5,846,408)      ( 5,852,988)
                                            ---------         ---------
  Net Profits Interests, net               $  693,128        $  732,423
                                            =========         =========


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

                                              2004              2003
                                          ------------      ------------
Net Profits Interests in proved
   oil and gas properties                  $9,964,344        $9,972,636

Less accumulated depletion
   and valuation allowance                ( 8,892,495)      ( 8,781,942)
                                            ---------         ---------
   Net Profits Interests, net              $1,071,849        $1,190,694
                                            =========         =========


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

                                              2004              2003
                                          ------------      ------------
Net Profits Interests in proved
   oil and gas properties                  $8,050,934        $8,290,388

Less accumulated depletion
   and valuation allowance                ( 7,655,977)      ( 7,853,925)
                                            ---------         ---------
   Net Profits Interests, net              $  394,957        $  436,463
                                            =========         =========




                                      F-42
<PAGE>



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

                                              2004               2003
                                          -------------     -------------
Net Profits Interests in proved
   oil and gas properties                  $ 9,509,448       $ 9,432,867

Less accumulated depletion
   and valuation allowance                (  8,908,569)     (  8,816,590)
                                            ----------        ----------
   Net Profits Interest, net               $   600,879       $   616,277
                                            ==========        ==========


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

                                               2004               2003
                                          -------------     -------------
Net Profits Interests in proved
   oil and gas properties                  $11,329,527       $11,391,974

Less accumulated depletion
   and valuation allowance                ( 10,158,432)     ( 10,127,782)
                                            ----------        ----------
   Net Profits Interests, net              $ 1,171,095       $ 1,264,192
                                            ==========        ==========


      Costs Incurred

      No  property  acquisition  or  exploration  costs  were  incurred  by  the
Partnerships during the three years ended December 31, 2004. 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, 2004, 2003, and 2002. 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                    2004       2003(1)       2002
      -----------                  -------      -------     -------

           P-1                     $25,183      $26,919     $61,170
           P-3                      80,861       43,489      88,773
           P-4                      36,380       24,938      73,913
           P-5                      75,826       16,739      76,041
           P-6                      26,625        7,948      78,281

      ---------------
      (1)   Excludes the estimated asset retirement costs for the P-1, P-3, P-4,
            P-5, and P-6 Partnerships of



                                      F-43
<PAGE>



            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  adjustments  which cause the gas
volumes to differ from the reserve  reports  prepared by the General Partner and
reviewed by Ryder Scott.



                                      F-44
<PAGE>




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

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

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

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

Proved reserves, December 31, 2003               208,273     2,266,710
  Production                                    ( 19,377)   (  251,793)
  Sale of minerals in place                     (     30)         -
  Extensions and discoveries                       4,643         8,281
  Revision of previous estimates                  50,473       268,536
                                                 -------     ---------

Proved reserves, December 31, 2004               243,982     2,291,734
                                                 =======     =========

PROVED DEVELOPED RESERVES:
      December 31, 2002                          160,338     1,732,980
                                                 =======     =========
      December 31, 2003                          208,273     2,266,710
                                                 =======     =========
      December 31, 2004                          243,982     2,291,734
                                                 =======     =========





                                      F-45
<PAGE>




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

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


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

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

Proved reserves, December 31, 2003        276,495      3,719,305
  Production                             ( 24,925)    (  389,500)
  Sale of minerals in place              (     57)          -
  Extensions and discoveries                5,755          9,293
  Revision of previous estimates           63,097        271,011
                                          -------      ---------

Proved reserves, December 31, 2004        320,365      3,610,109
                                          =======      =========
PROVED DEVELOPED RESERVES:
      December 31, 2002                   216,687      2,901,481
                                          =======      =========
      December 31, 2003                   276,495      3,719,305
                                          =======      =========
      December 31, 2004                   320,365      3,610,109
                                          =======      =========





                                      F-46
<PAGE>




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

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

Proved reserves, December 31, 2001          90,296     2,083,182
  Production                               (26,054)   (  444,617)
  Sale of minerals in place                   -       (   43,199)
  Extensions and discoveries                 2,359        52,147
  Revision 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
  Revision of previous estimates            57,895       344,786
                                            ------     ---------

Proved reserves, December 31, 2003          65,990     2,098,543
  Production                               (17,687)   (  238,451)
  Sale of minerals in place                (    52)         -
  Extensions and discoveries                   485         1,456
  Revision of previous estimates            10,920       107,620
                                            ------     ---------

Proved reserves, December 31, 2004          59,656     1,969,168
                                            ======     =========

PROVED DEVELOPED RESERVES:
      December 31, 2002                     27,086     1,984,642
                                            ======     =========
      December 31, 2003                     63,561     2,074,944
                                            ======     =========
      December 31, 2004                     57,343     1,945,771
                                            ======     =========





                                      F-47
<PAGE>




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

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

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

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

Proved reserves, December 31, 2003                47,470     2,346,641
  Production                                     ( 4,603)   (  282,972)
  Sale of minerals in place                      (     5)         -
  Extensions and discoveries                           2        31,722
  Revision of previous estimates                 ( 4,707)       35,222
                                                  ------     ---------

Proved reserves, December 31, 2004                38,157     2,130,613
                                                  ======     =========
PROVED DEVELOPED RESERVES:
  December 31, 2002                               44,787     2,206,895
                                                  ======     =========
  December 31, 2003                               47,470     2,346,641
                                                  ======     =========
  December 31, 2004                               38,157     2,130,613
                                                  ======     =========





                                      F-48
<PAGE>




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

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

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

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

Proved reserves, December 31, 2003               125,839     4,110,686
  Production                                    (  7,824)   (  446,505)
  Extensions and discoveries                           2        10,991
  Revision of previous estimates                   6,877       265,162
                                                 -------     ---------

Proved reserves, December 31, 2004               124,894     3,940,334
                                                 =======     =========
PROVED DEVELOPED RESERVES:
  December 31, 2002                              114,215     3,923,928
                                                 =======     =========
  December 31, 2003                              125,839     4,110,686
                                                 =======     =========
  December 31, 2004                              124,894     3,940,334
                                                 =======     =========






                                      F-49
<PAGE>



5. QUARTERLY FINANCIAL DATA (Unaudited)

      Summarized  unaudited  quarterly  financial  data for 2004 and 2003 are as
follows:

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


                                                   2004
                              -----------------------------------------------
                                First       Second        Third       Fourth
                               Quarter      Quarter      Quarter      Quarter
                              --------     --------     --------     --------

Total Revenues                $419,312     $403,648     $392,532     $289,232
Gross Profit(1)                400,614      390,433      371,996      273,982
Net Income                     364,183      345,236      341,352      244,121
Limited Partners'
   Net Income
   Per Unit                       3.02         2.87         2.83         2.03

                                                   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


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



                                      F-50
<PAGE>



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

                                                   2004
                              -----------------------------------------------
                                First       Second        Third       Fourth
                               Quarter      Quarter      Quarter      Quarter
                              --------     --------     --------     --------

Total Revenues                $622,810     $581,919     $568,032     $445,484
Gross Profit(1)                593,416      562,711      468,521      388,691
Net Income                     539,621      500,379      421,230      342,390
Limited Partners'
   Net Income
   Per Unit                       2.85         2.65         2.19         1.79

                                                   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



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



                                      F-51
<PAGE>



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

                                                   2004
                              -----------------------------------------------
                                First       Second        Third       Fourth
                               Quarter      Quarter      Quarter      Quarter
                              --------     --------     --------     --------

Total Revenues                $401,670     $439,393     $416,322     $413,912
Gross Profit(1)                367,468      414,383      403,705      406,962
Net Income                     326,828      364,113      368,236      372,231
Limited Partners'
   Net Income
   Per Unit                       2.30         2.58         2.62         2.65

                                                   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


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



                                      F-52
<PAGE>



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

                                                   2004
                              -----------------------------------------------
                                First       Second        Third       Fourth
                               Quarter      Quarter      Quarter      Quarter
                              --------     --------     --------     --------

Total Revenues                $315,510     $363,670     $263,101     $306,592
Gross Profit(1)                285,130      340,503      253,326      274,953
Net Income                     246,704      292,420      220,002      242,321
Limited Partners'
   Net Income
   Per Unit                       1.85         2.21         1.66         1.82


                                                   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



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



                                      F-53
<PAGE>



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

                                                   2004
                              -----------------------------------------------
                                First       Second        Third       Fourth
                               Quarter      Quarter      Quarter      Quarter
                              --------     --------     --------     --------

Total Revenues                $539,568     $541,823     $337,091     $449,449
Gross Profit(1)                503,481      505,438      314,188      423,545
Net Income                     458,121      450,510      274,155      384,347
Limited Partners'
   Net Income
   Per Unit                       2.86         2.81         1.71         2.41

                                                   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




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





                                      F-54
<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-55
<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-56
<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-57
<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-58
<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-59
<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-60
<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-61
<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-62
<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-63