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, 2006

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 if the Registrant is a well-known  seasoned issuer,
as defined in Rule 405 of the Securities Act.

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

      Indicate by check mark if the  Registrant  is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.

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

      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



                                      -1-
<PAGE>



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.

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

      Indicate  by check mark  whether  the  Registrant  is a large  accelerated
filer,  an accelerated  filer,  or a  non-accelerated  filer.  See definition of
"accelerated  filer and large  accelerated  filer" in Rule 12b-2 of the Exchange
Act (check one):

                   Large accelerated filer
            -----
                   Accelerated filer
            -----
              X    Non-accelerated filer
            -----

      Indicate  by check mark  whether  the  Registrant  is a shell  company (as
defined in Rule 12b-2 of the Exchange 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 1A.    RISK FACTORS..............................................10
      ITEM 1B.    UNRESOLVED STAFF COMMENTS.................................15
      ITEM 2.     PROPERTIES................................................15
      ITEM 3.     LEGAL PROCEEDINGS.........................................34
      ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......34

PART II.....................................................................34
      ITEM 5.     MARKET FOR UNITS, RELATED LIMITED PARTNER MATTERS, AND
                  ISSUER PURCHASES OF UNITS.................................34
      ITEM 6.     SELECTED FINANCIAL DATA...................................37
      ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS.......................43
      ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
                  MARKET RISK...............................................68
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............68
      ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.......................68
      ITEM 9A.    CONTROLS AND PROCEDURES...................................69
      ITEM 9B.    OTHER INFORMATION.........................................69

PART III....................................................................69
      ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS OF THE GENERAL PARTNER,
                  AND CORPORATE GOVERNANCE..................................69
      ITEM 11.    EXECUTIVE COMPENSATION....................................71
      ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                  AND MANAGEMENT............................................78
      ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
                  DIRECTOR INDEPENDENCE.....................................79
      ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES....................81

PART IV.....................................................................82
      ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES................82

SIGNATURES..................................................................94





                                      -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,  2006,  Samson  owned  interests  in
approximately 12,000 oil



                                      -4-
<PAGE>



and gas wells located in 19 states of the United States,  Alberta Canada and the
United Kingdom North Sea. At December 31, 2006,  Samson  operated  approximately
4,000 oil and gas wells  located in 15 states of the United  States,  as well as
Alberta Canada.

      Until liquidation (see "Partnership  Termination" below), the Partnerships
are 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,  2007,  Samson  employed  approximately  1,200  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,  and Corporate
Governance."

      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].


      Partnership Termination

      Pursuant to the terms of the partnership  agreements for the  Partnerships
(the  "Partnership  Agreements"),  the  Partnerships  would have  terminated  on
December 31, 2005. However, the Partnership  Agreements provide that the General
Partner may extend the term of each



                                      -5-
<PAGE>



Partnership  for up to five periods of two years each.  The General  Partner has
extended the terms of the Partnerships for the first two-year period to December
31,  2007.  On February  5, 2007,  the  General  Partner  mailed a notice to the
limited partners  announcing that the Partnerships  will terminate at the end of
their current term, December 31, 2007. See "Item 7. Management's  Discussion and
Analysis of Financial  Condition and Results of Operations" for more information
regarding the termination and liquidation of the Partnerships.


      Funding

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


      Principal Products Produced and Services Rendered

      The  Partnerships'  sole  business  is the  holding of certain Net Profits
Interests.  The  Partnerships  do not refine or otherwise  process crude oil and
condensate. The Partnerships do not hold any patents,  trademarks,  licenses, or
concessions and are not a party to any government  contracts.  The  Partnerships
have no backlog of orders and do not  participate  in research  and  development
activities.  The  Partnerships  are  not  presently  encountering  shortages  of
oilfield tubular goods,  compressors,  production material,  or other equipment.
However, substantial increases in the global price of steel as well as increases
in the prices for oil and gas supplies and services  will  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.  During the past year, the sale of oil and
gas properties has also generated significant revenues for the Partnerships. The
level of net  revenues  is highly  dependent  upon the total  volumes of oil and
natural gas sold. Oil and gas reserves are depleting  assets and will experience
production declines over time, thereby likely resulting in reduced net revenues.
The level of net revenues is also highly  dependent upon the prices received for
oil and gas sales,  which prices have  historically  been very  volatile and may
continue to be so.



                                      -6-
<PAGE>



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

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

      It is not  possible to predict the future  direction of oil or natural gas
prices.  Operating costs, including General and Administrative Expenses, may not
decline over time, may increase,  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.

      As discussed in "Item 7. Management's Discussion and Analysis of Financial
Condition  and  Results of  Operations,"  the  Partnerships  will  terminate  on
December 31, 2007. The volumes, pricing, and expense factors discussed above may
also impact the price the Partnerships  receive for their oil and gas properties
in connection with the liquidation of the Partnerships' assets.




                                      -7-
<PAGE>




      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, 2006:

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

       P-1           Chevron North American
                       Exploration & Production
                       Company                                10.4%

       P-3           Duke Energy Field Services,
                       Inc. ("Duke")                          11.2%

       P-4           ConocoPhillips Company                   32.4%
                     Gulfterra Central Point
                       Allocation                             18.5%
                     Enogex Services Corporation
                       ("Enogex")                             10.5%

       P-5           Enogex                                   16.3%
                     NGPL Allocation                          11.8%

       P-6           Duke                                     18.0%
                     Kinder Morgan, Inc.                      15.5%
                     Eaglwing Trading, Inc.                   10.2%

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

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


      Oil, Gas, and Environmental Control Regulations

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



                                      -8-
<PAGE>



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  the   protection  of   environmental,
biological,  cultural and  aesthetic  resources.  Compliance  with such laws and
regulations,  together  with any penalties  resulting  from  noncompliance,  may
decrease the  Partnerships'  Net Profits.  Management  anticipates  that various
local, state, and federal environmental control agencies will have an increasing
impact on oil and gas operations.


      Insurance Coverage

      Exploration for and production of oil and gas are subject to many inherent
risks,  including  blowouts,   pollution,   fires,  and  other  casualties.  The
Partnerships  maintain  insurance  coverage as is  customary  for  entities of a
similar  size  engaged  in  similar  operations,   but  losses  can  occur  from
uninsurable risks or in amounts in excess of existing  insurance  coverage.  For
example, 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.





                                      -9-
<PAGE>




ITEM 1A.    RISK FACTORS

      The following factors,  among others, could have a material adverse effect
upon the Partnerships' business, financial condition, and results of operations.

      The  following  discussion of risk factors  should be read in  conjunction
with the  combined  financial  statements  and related  notes  included  herein.
Because of these and other  factors,  past financial  performance  should not be
considered an indication of future performance.


      Termination of Partnerships in 2007
      -----------------------------------

      The Partnerships will terminate on December 31, 2007. Upon termination, we
will sell the  Partnerships'  properties.  There is no assurance that the market
for the Partnerships'  properties will be favorable at that time. The market for
oil and gas  properties is highly  dependent on current and  anticipated  future
prices for oil and gas. These prices fluctuate due to a number of uncontrollable
factors as  described  in the  following  paragraph.  A decrease  in oil and gas
prices and/or  anticipated  future oil and gas prices would probably depress the
market for oil and gas  properties  and result in lowered sales  proceeds to the
Partnerships.


      Oil And Natural Gas Prices Fluctuate Due To A  Number Of
      --------------------------------------------------------
      Uncontrollable Factors, And Any Decline Will Adversely Affect The
      -----------------------------------------------------------------
      Partnerships' Financial Condition.
      ----------------------------------

      The  Partnerships'  results of  operations  depend  upon the  prices  they
receive  for  their  oil and  natural  gas as well as the  sales  of oil and gas
properties  pursuant to the liquidation plan described in "Item 7.  Management's
Discussion and Analysis of Financial  Condition and Results of  Operations."  We
sell most of the  Partnerships'  oil and natural  gas liquids at current  market
prices rather than through fixed-price contracts.  Historically, the markets for
oil and natural gas have been  volatile  and are likely to remain so. The prices
we receive depend upon factors beyond our control, including:

      *  Worldwide and domestic supplies of oil and natural gas;
      *  The ability  of  the members  of 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 and the impact of weather-related events;
      *  The availability and proximity of pipelines for transportation;



                                      -10-
<PAGE>




      *  Domestic and foreign government regulations and taxes;
      *  Market expectations; and
      *  The effect of worldwide energy conservation.

      Government  regulations,  such as regulation of natural gas transportation
and price controls,  can affect product prices.  These external  factors and the
volatile  nature of the energy  markets make it  difficult to reliably  estimate
future prices of oil and natural gas.

      Any  decline  in  oil  and  natural  gas  prices  adversely   affects  the
Partnerships'  financial  condition.  If the oil and  gas  industry  experiences
significant  price declines,  the Partnerships may not be able to maintain their
current  level of cash  distributions.  See  "Item 1.  Business-Competition  and
Marketing"  and "Item 7.  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations."  Furthermore,  significant  price declines
will  negatively  affect the ultimate cash received upon the sale of oil and gas
properties in liquidation of the Partnerships.


      Reserve Estimates Depend On Many Assumptions That May Turn Out To
      -----------------------------------------------------------------
      Be Inaccurate.  Any Material Inaccuracies In The Partnerships'
      --------------------------------------------------------------
      Reserve Estimates Or Underlying Assumptions Could Cause
      -------------------------------------------------------
      The Quantities And Net Present Value Of Their Reserves To Be
      ------------------------------------------------------------
      Overstated.
      -----------

      Estimating  quantities of proved oil and natural gas reserves is a complex
process.  It requires  interpretations  of available  technical data and various
assumptions, including assumptions relating to economic factors. Any significant
inaccuracies  in these  interpretations  or  assumptions or changes of condition
could cause the quantities and net present value of the  Partnerships'  reserves
to be overstated.

      To prepare  estimates  of  economically  recoverable  oil and  natural gas
reserves and future net cash flows,  we analyze many variable  factors,  such as
historical  production from the area compared with  production  rates from other
producing areas. We also analyze available geological,  geophysical,  production
and engineering  data, and the extent,  quality and reliability of this data can
vary.  The process  also  involves  economic  assumptions  relating to commodity
prices,  production costs,  severance and excise taxes, capital expenditures and
workover  and  remedial  costs.  Actual  results  most likely will vary from our
estimates.  Any significant  variance could reduce the estimated  quantities and
present value of reserves shown in this Annual Report.

      You should not assume that the present value of future net cash flows from
the  Partnerships'  proved  reserves  shown in this Annual Report is the current
market value of their estimated oil and natural



                                      -11-
<PAGE>



gas  reserves.   In  accordance   with   Securities   and  Exchange   Commission
requirements,  the Partnerships  base the estimated  discounted  future net cash
flows  from  their  proved  reserves  on  prices  and  costs  on the date of the
estimate.  Actual current and future prices and costs may differ materially from
those used in the earlier  net  present  value  estimate,  and as a result,  net
present value estimates using current prices and costs may be significantly less
than the earlier estimate which is provided in this Annual Report.  See "Item 2.
Properties-Proved Reserves and Net Present Value".

      We have  included in Note 7 to the financial  statements  included in this
Annual Report unaudited  combined balance sheets for the Partnerships  which are
prepared on a  liquidation  basis,  rather than a going  concern  basis,  due to
Partnership  termination  on December 31,  2007.  However,  while these  balance
sheets are prepared  with the intent of showing fair value,  they are also based
on estimates  regarding  future net cash flows until the  properties are sold as
well as the  prices  which  may be  received  for  the  properties  through  the
liquidation  process.  Actual current and future prices and costs as well as the
prices buyers are willing to pay at the time the  properties are sold may differ
materially  from  the  estimates  used  in  the  preparation  of  the  unaudited
liquidation basis combined balance sheets.


      Drilling Oil And Natural Gas Wells Is A High-Risk Activity And
      --------------------------------------------------------------
      Subjects Us To A Variety Of Factors That We Cannot Control.
      -----------------------------------------------------------

      Drilling oil and natural gas wells,  including development wells, involves
numerous  risks,  including  the  risk  that  the  Affiliated  Programs  may not
encounter  commercially  productive  oil and natural gas  reservoirs.  While the
Affiliated  Programs  do not expend a  significant  portion of their  capital on
drilling activities, to the extent they do drill wells this can be a significant
indirect  risk  factor to the  Partnerships.  The  Affiliated  Programs  may not
recover all or any portion of their  investment  in new wells.  The  presence of
unanticipated  pressures or  irregularities  in formations,  miscalculations  or
accidents may cause the Partnerships' drilling activities to be unsuccessful and
result  in a total  loss of  investment.  Further,  drilling  operations  may be
curtailed, delayed or canceled as a result of a variety of factors, including:

         *  Unexpected drilling conditions;
         *  Title problems;
         *  Restricted access to land for drilling or laying pipeline;
         *  Pressure or irregularities in formations;
         *  Equipment failure or accidents;
         *  Adverse weather conditions; and
         *  Costs of, or shortages or delays in the  availability  of,  drilling
            rigs, tubular materials and equipment.



                                      -12-
<PAGE>




      The Marketability Of The Partnerships' Production Is Dependent
      --------------------------------------------------------------
      Upon Transportation And Processing Facilities Over Which We Have
      ----------------------------------------------------------------
      No Control.
      -----------

      The marketability of the Partnerships' production depends in part upon the
availability, proximity and capacity of pipelines, natural gas gathering systems
and processing  facilities.  Any significant  change in market factors affecting
these  infrastructure  facilities  could harm their business.  The  Partnerships
deliver oil and natural gas through gathering systems and pipelines that they do
not  own.  These  facilities  may  be  temporarily  unavailable  due  to  market
conditions or mechanical reasons, or may not be available to us in the future.


      Reliance On Third Party Operators
      ---------------------------------

      A  substantial  portion of the  Partnerships'  properties  are operated by
third  parties.   The  Partnerships  have  little,  if  any,  control  over  the
operational  decisions and costs associated with these properties.  In addition,
the  Partnerships  are totally  reliant on the third party  operators'  internal
controls associated with the operators' accounting for revenues and expenses.


      No Market For Units
      -------------------

      The Partnerships'  Units are not listed on any exchange or national market
system,  and there is no established  public trading market for them.  Secondary
market   activity   for  the  Units  has  been  limited  and  varies  among  the
Partnerships.  The General  Partner's annual  repurchase offer was terminated on
March 9, 2007 in anticipation of the  Partnerships'  termination at December 31,
2007.  Therefore,  you may only sell your Units via (i) occasional  "4.9% tender
offers" which are made for the Units and (ii) transfers facilitated by secondary
trading firms and matching  services.  To ensure that the proper parties receive
their share of the Partnerships'  liquidation proceeds, the General Partner will
not accept,  process, or recognize any transfers of Units (with the exception of
certain  transactions  between  related  persons) for which  completed  transfer
documentation  is not mailed to the General Partner with a postmark on or before
June 30, 2007. Accordingly,  there will be no market for the Partnerships' Units
after June 30,  2007.  See "Item 5. Market for Units,  Related  Limited  Partner
Matters, and Issuer Purchases of Units."




                                      -13-
<PAGE>




      The Partnerships Are Subject To Complex Federal, State And Local
      ----------------------------------------------------------------
      Laws And Regulations That Could Adversely Affect Their Business.
      ----------------------------------------------------------------

      Extensive federal,  state and local regulation of the oil and gas industry
significantly  affects the  Partnerships'  operations.  In particular,  they are
subject to stringent environmental  regulations.  These regulations increase the
costs of planning, designing, drilling, installing, operating and abandoning oil
and natural gas wells and other related facilities. These regulations may become
more demanding in the future. Matters subject to regulation include:

         *  Discharge permits for drilling operations;
         *  Drilling bonds;
         *  Spacing of wells;
         *  Unitization and pooling of properties;
         *  Environmental protection;
         *  Reports concerning operations; and
         *  Taxation.

      Under these laws and regulations, the Partnerships could be liable for:

         *  Personal injuries;
         *  Property damage;
         *  Oil spills;
         *  Discharge of hazardous materials;
         *  Reclamation costs;
         *  Remediation and clean-up costs; and
         *  Other environmental damages.

      While the Partnerships maintain insurance coverage customary for companies
similar to their size and operations, losses can occur from uninsurable risks or
in amounts in excess of existing insurance coverage. See "Item 1. Business."


      Conflicts Of Interest
      ---------------------

      Direct and indirect  conflicts of interests  exist among the  Partnerships
and among a Partnership and the General Partner and its affiliates.  The General
Partner and its  affiliates  engage in many aspects of the oil and gas business,
including  acting as a general  partner  of a number of  affiliated  oil and gas
limited  partnerships.  The  General  Partner and its  affiliates  may engage in
transactions  with a Partnership,  and  Partnerships  will frequently  engage in
transactions with other oil and gas limited partnerships.  These conflicts could
relate to the sale of oil and gas properties in the normal course of business as
well as in the  liquidation  process.  See "Item 13. Certain  Relationships  and
Related Transactions and Director Independence."




                                      -14-
<PAGE>



      Payments To The General Partner
      -------------------------------

      The General Partner receives reimbursements for General and Administrative
Expenses.  The  General  Partner  also  receives  a share  of  Partnership  cash
distributions.  See "Item 11.  Executive  Compensation"  and "Item 8.  Financial
Statements and Supplementary Data."


      Financial Capability Of General Partner
      ---------------------------------------

      The General Partner has limited  financial  resources.  Contingencies  may
arise which will require  funding beyond its financial  resources.  Even if such
financial  resources are available,  the General Partner is not required to lend
money or to fund any financial obligations of the Partnerships.


      Liability And Indemnification Of General Partner And Related
      ------------------------------------------------------------
      Parties
      -------

      Although the General Partner  generally will be liable for the obligations
of the Partnerships, the Partnership Agreements provide that the claims of third
parties will be initially  satisfied from  Partnership  assets.  The Partnership
Agreements also provide,  subject to certain  conditions,  that the Partnerships
will reimburse  (i.e.  "indemnify")  the General  Partner and its affiliates for
certain costs, claims and expenses.



ITEM 1B.    UNRESOLVED STAFF COMMENTS

      None.



ITEM 2.     PROPERTIES

      Well Statistics

      The  following  table  sets  forth the  number of  productive  wells as of
December 31, 2006 in which the Partnerships had a Net Profits Interest which was
carved from a working interest.



                                      -15-
<PAGE>




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

                   P-1            793         576        217
                   P-3            833         578        255
                   P-4            206          50        156
                   P-5            123          23        100
                   P-6            177          40        137

---------------
(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,  2006,  the  Partnerships  indirectly
participated (through their Net Profits Interests) in the developmental drilling
activities described below.








                  [Remainder of Page Intentionally Left Blank]




                                      -16-
<PAGE>



P-1 PARTNERSHIP
---------------
                                          WORKING   REVENUE
WELL NAME                COUNTY      ST.  INTEREST  INTEREST  TYPE   STATUS
---------                ------      ---  --------  --------  ----   ------
Bennett A #1             Yoakum      TX      -      0.00047   Oil    Producing
Cochran #1               Pecos       TX      -      0.00094   Gas    Producing
Daberry #8-1             Wheeler     TX      -      0.00199   Gas    Producing
Hester 12-4              Lea         NM      -      0.00070   Oil    Shut-in
Hester #12-5             Lea         NM      -      0.00070   Gas    In Progress
Hester 12 6              Lea         NM      -      0.00070   Oil    Shut-in
Marshall #1              Howard      TX      -      0.00751   Gas    Shut-in
Miers W A #19            Sutton      TX      -      0.00024   Gas    Producing
Pettitfils J.D. A #12    Mitchell    TX      -      0.00313   Oil    In progress
Simpson Canyon #2027     Crockett    TX      -      0.00333   Oil    Producing
Simpson Canyon #3044     Crockett    TX      -      0.00751   Oil    Producing
Smith 18 #1              Lynn        TX      -      0.00188   Gas    Dryhole
Southland Royalty D #4   Andrews     TX   0.00751   0.00751   Oil    Producing
Wilson A #3              Roger Mills OK   0.00015   0.00015   Gas    Producing




                  [Remainder of Page Intentionally Left Blank]




                                      -17-
<PAGE>



P-3 PARTNERSHIP
---------------
                                          WORKING   REVENUE
WELL NAME                COUNTY      ST.  INTEREST  INTEREST  TYPE   STATUS
---------                ------      ---  --------  --------  ----   ------
Bennett A #1             Yoakum      TX      -      0.00059   Oil    Producing
Cochran #1               Pecos       TX      -      0.00118   Gas    Producing
Daberry #8-1             Wheeler     TX      -      0.00250   Gas    Producing
Hester 12-4              Lea         NM      -      0.00088   Oil    Producing
Hester #12-5             Lea         NM      -      0.00088   Gas    In progress
Hester 12 6              Lea         NM      -      0.00088   Oil    Shut-in
Hoyt #1C (DK)            Rio Arriba  NM      -      0.00004   Gas    In Progress
Hoyt #1C (MV)            Rio Arriba  NM      -      0.00013   Gas    Shut-in
Jenny #1C                Rio Arriba  NM      -      0.00040   Gas    Producing
Jicarilla B #1B          Rio Arriba  NM      -      0.00005   Gas    Producing
Marshall #1              Howard      TX      -      0.00946   Gas    Shut-in
Miers W A #19            Sutton      TX      -      0.00030   Gas    Producing
Oliver #1                McClain     OK      -      0.00198   Oil    Producing
Pettitfils J.D. A #12    Mitchell    TX      -      0.00394   Oil    In Progress
Simpson Canyon #2027     Crockett    TX      -      0.00420   Oil    Producing
Simpson Canyon #3044     Crockett    TX      -      0.00946   Oil    Producing
Smith 18 #1              Lynn        TX      -      0.00236   Gas    Dryhole
Southland Royalty D #4   Andrews     TX   0.00946   0.00946   Oil    Producing
Tafoya #35-5             San Juan    NM      -      0.00076   Gas    Producing
Wilson A #3              Roger Mills OK   0.00019   0.00019   Gas    Producing



P-4 PARTNERSHIP
---------------
                                          WORKING   REVENUE
WELL NAME                COUNTY      ST.  INTEREST  INTEREST  TYPE   STATUS
---------                ------      ---  --------  --------  ----   ------
Clayton #11-9            Washita     OK      -      0.00155   Gas    Producing
Hachar #41               Webb        TX      -      0.00351   Gas    Producing
Hoyt #1C (DK)            Rio Arriba  NM      -      0.00007   Gas    In Progress
Hoyt #1C (MV)            Rio Arriba  NM      -      0.00023   Gas    Shut-in
Jenny #1C                Rio Arriba  NM      -      0.00073   Gas    Producing
Jicarilla B #1B          Rio Arriba  NM      -      0.00010   Gas    Producing
Phillips #1-22           Caddo       OK      -      0.00101   Gas    Producing
Ringo #10-9              Washita     OK      -      0.00166   Gas    Producing
Tafoya #35-5             San Juan    NM      -      0.00139   Gas    Producing



                                      -18-
<PAGE>




P-5 PARTNERSHIP
---------------
                                          WORKING   REVENUE
WELL NAME                COUNTY      ST.  INTEREST  INTEREST  TYPE   STATUS
---------                ------      ---  --------  --------  ----   ------
Aday #1-9                McClain     OK      -      0.00173   Gas    Producing
Bridges #2-18            LeFlore     OK      -      0.00024   Gas    Producing
Camel, Joe #3            Lea         NM      -      0.00118   Oil    In Progress
Cantrell #7-15H          Haskell     OK      -      0.00094   Gas    Producing
Cheyenne 29 #5           Roger Mills OK      -      0.00006   Gas    Producing
Cory #1-29               Kingfisher  OK      -      0.00313   Gas    Producing
Davis Garry #26          Kay         OK      -      0.00067   Oil    Producing
Delaware 28 #6           Roger Mills OK      -      0.00006   Gas    Producing
Delaware 28 #7           Roger Mills OK      -      0.00006   Gas    In progress
Duncan #2-7H             Seminole    OK      -      0.00015   Oil    Producing
Gilbert A #1             Caddo       OK      -      0.00189   Gas    Producing
Grace #1-H               Lincoln     OK      -      0.00244   Gas    Producing
Guinn #1-5               Coal        OK      -      0.00427   Gas    Producing
Harris #5-26H            Haskell     OK      -      0.00052   Gas    Producing
Hay #10-33               Roger Mills OK      -      0.00013   Gas    Producing
Hefley #2-36             Wheeler     TX      -      0.00559   Gas    Producing
Hefley #3-37             Wheeler     TX      -      0.00560   Gas    Producing
Hefley #16-47            Wheeler     TX      -      0.00839   Gas    Producing
Hefley #20-47            Wheeler     TX      -      0.00839   Gas    Producing
Hefley #27-47            Wheeler     TX      -      0.00839   Gas    Producing
Hefley #32-47            Wheeler     TX      -      0.00839   Gas    Producing
Helton #7-60             Wheeler     TX      -      0.00252   Gas    Producing
Helton #8-60             Wheeler     TX      -      0.00252   Gas    Producing
Helton #10A-60           Wheeler     TX      -      0.00252   Gas    Producing
Helton #11-60            Wheeler     TX      -      0.00252   Gas    Producing
Helton #14-60            Wheeler     TX      -      0.00252   Gas    Producing
Hinkle #4-28             Washita     OK      -      0.00370   Gas    Producing
Hinkle Trust #5-33       Washita     OK      -      0.00079   Gas    Producing
Hubbard #2-13            Beckham     OK      -      0.00065   Gas    Producing
Litz #1R-2               Harper      OK   0.00460   0.00460   Gas    Producing
McWilliams #2H-23        Pittsburg   OK      -      0.00028   Gas    Producing
Melvin #1H-20            Hughes      OK   0.00142   0.00142   Gas    Producing
Mooney #1H-19            Hughes      OK   0.00155   0.00155   Gas    Producing
Morris #1H-21            Hughes      OK      -      0.00420   Gas    Producing
Nutley #4-33             Washita     OK      -      0.00079   Gas    Producing
Parker #1-6H             Coal        OK      -      0.00183   Gas    Producing



                                      -19-
<PAGE>



Patterson #1H-31         Hughes      OK      -      0.00290   Gas    Producing
Patterson #2H-31         Hughes      OK      -      0.00290   Gas    Producing
Patton #3-24             Pittsburg   OK      -      0.00875   Gas    Producing
Pee Wee #1-17            Stephens    OK      -      0.00364   Gas    Producing
Phipps #1-28             Pittsburg   OK      -      0.00323   Gas    Producing
Prater #5-10             Hemphill    TX      -      0.00140   Gas    Producing
Prater #6-10             Hemphill    TX      -      0.00140   Gas    Producing
Prater #7-10             Hemphill    TX      -      0.00140   Gas    Producing
Prater #8-10             Hemphill    TX      -      0.00140   Gas    Producing
Prater #9-10             Hemphill    TX      -      0.00140   Gas    Producing
Presson H W #1-5         Pittsburg   OK      -      0.00026   Gas    Producing
Reed #1-8                Beckham     OK      -      0.00008   Gas    Producing
Rice 1-25                LeFlore     OK      -      0.00017   Gas    Producing
Schueler #1-14H          Hughes      OK   0.00047   0.00047   Gas    Producing
Sites Troy #1-9          Beckham     OK   0.00043   0.00043   Gas    Producing
Smith #1H-28             Hughes      OK      -      0.00525   Gas    Producing
Sophia #14-50            Wheeler     TX      -      0.00165   Gas    Producing
Sophia #21-50            Wheeler     TX      -      0.00165   Gas    Producing
Spradlin Farms #8A-20    Washita     OK      -      0.00159   Gas    Producing
Sugg-Farmar 26 #1        Irion       TX      -      0.00067   Gas    Producing
Trueblood #2-2           Noble       OK   0.00400   0.00352   Gas    Producing
Trueblood #3-2           Noble       OK   0.00400   0.00352   Gas    Producing
Trueblood #4-2           Noble       OK   0.00402   0.00352   Oil    Producing
Trueblood #5-2           Noble       OK   0.00400   0.00352   Oil    Producing
Urchison #5-12H          LeFlore     OK   0.00125   0.00125   Gas    Producing
Vanilli #3-36            LeFlore     OK      -      0.00117   Gas    Producing
Verner #5-11             Pittsburg   OK      -      0.00311   Gas    Producing
Walter #5-24
  (Upr D.Moines GW)      Beckham     OK      -      0.00055   Gas    Producing





                  [Remainder of Page Intentionally Left Blank]










                                      -20-
<PAGE>



P-6 PARTNERSHIP
---------------
                                          WORKING   REVENUE
WELL NAME                COUNTY      ST.  INTEREST  INTEREST  TYPE   STATUS
---------                ------      ---  --------  --------  ----   ------
Aday #1-9                McClain     OK      -      0.00059   Gas    Producing
Bridges #2-18            Le Flore    OK      -      0.00008   Gas    Producing
Camel, Joe #3            Lea         NM      -      0.00040   Oil    In progress
Cantrell #7-15H          Haskell     OK      -      0.00032   Gas    Producing
Cheyenne 29 #5           Roger Mills OK      -      0.00002   Gas    Producing
Coquat Et Al #1          Live Oak    TX      -      0.01314   Gas    Dryhole
Cory #1-29               Kingfisher  OK      -      0.00107   Gas    Producing
Davis Garry #26          Kay         OK      -      0.00023   Oil    Producing
Delaware 28 #6           Roger Mills OK      -      0.00002   Gas    Producing
Delaware 28 #7           Roger Mills OK      -      0.00002   Gas    In progress
Duncan #2-7H             Seminole    OK      -      0.00005   Oil    Producing
Federal 5175-22-31WA     Campbell    WY      -      0.01395   Gas    Shut-in
Federal 5175-24-21WA     Campbell    WY      -      0.01395   Gas    Shut-in
Fed 5175-25-33 CA        Campbell    WY      -      0.00966   Gas    Shut-in
Floyd Fed 5175-23-33WA   Campbell    WY      -      0.01395   Gas    Producing
Floyd Fed 5175-24-11WA   Campbell    WY      -      0.01395   Gas    Shut-in
Floyd Fed 5175-24-33WA   Campbell    WY      -      0.01395   Gas    Shut-in
Gilbert A #1             Caddo       OK      -      0.00065   Gas    Producing
Grace #1-H               Lincoln     OK      -      0.00084   Gas    Producing
Guinn #1-5               Coal        OK      -      0.00146   Gas    Producing
Harris #5-26H            Haskell     OK      -      0.00018   Gas    Producing
Hay #10-33               Roger Mills OK      -      0.00004   Gas    Producing
Hayden 5175-22-13CA      Campbell    WY      -      0.00958   Gas    Shut-in
Hayden 5175-22-13WA      Campbell    WY      -      0.00958   Gas    Shut-in
Hayden 5175-22-21CA      Campbell    WY      -      0.00958   Gas    Shut-in
Hayden 5175-22-21WA      Campbell    WY      -      0.00958   Gas    Producing
Hayden 5175-22-41CA      Campbell    WY      -      0.00958   Gas    Shut-in
Hayden 5175-22-41WA      Campbell    WY      -      0.00958   Gas    Shut-in
Hayden 5175-22-43WA      Campbell    WY      -      0.00958   Gas    Shut-in
Hayden 5175-22-43CA      Campbell    WY      -      0.00958   Gas    Shut-in
Hayden 5175-27-43WA      Campbell    WY      -      0.00958   Gas    Shut-in
Hayden Federal
   5175-27-31WA          Campbell    WY      -      0.00966   Gas    Shut-in
Hefley #2-36             Wheeler     TX      -      0.00603   Gas    Producing
Hefley #3-37             Wheeler     TX      -      0.00604   Gas    Producing
Hefley #16-47            Wheeler     TX      -      0.00905   Gas    Producing
Hefley #20-47            Wheeler     TX      -      0.00905   Gas    Producing
Hefley #27-47            Wheeler     TX      -      0.00905   Gas    Producing



                                      -21-
<PAGE>



Hefley #32-47            Wheeler     TX      -      0.00905   Gas    Producing
Helton #7-60             Wheeler     TX      -      0.00271   Gas    Producing
Helton #8-60             Wheeler     TX      -      0.00271   Gas    Producing
Helton #10A-60           Wheeler     TX      -      0.00271   Gas    Producing
Helton #11-60            Wheeler     TX      -      0.00271   Gas    Producing
Helton #14-60            Wheeler     TX      -      0.00271   Gas    Producing
Hinkle #4-28             Washita     OK      -      0.00127   Gas    Producing
Hinkle Trust #5-33       Washita     OK      -      0.00027   Gas    Producing
Hubbard #2-13            Beckham     OK      -      0.00022   Gas    Producing
Litz #1R-2               Harper      OK   0.00158   0.00158   Gas    Producing
McWilliams #2H-23        Pittsburg   OK      -      0.00010   Gas    Producing
Melvin #1H-20            Hughes      OK   0.00049   0.00049   Gas    Producing
Mooney #1H-19            Hughes      OK   0.00053   0.00053   Gas    Producing
Mooney Fed 5175-23-13WA  Campbell    WY      -      0.01395   Gas    Shut-in
Morris #1H-21            Hughes      OK      -      0.00144   Gas    Producing
Nutley #4-33             Washita     OK      -      0.00027   Gas    Producing
Parker #1-6H             Coal        OK      -      0.00063   Gas    Producing
Patterson #1H-31         Hughes      OK      -      0.00100   Gas    Producing
Patterson #2H-31         Hughes      OK      -      0.00100   Gas    Producing
Patton #3-24             Pittsburg   OK      -      0.00300   Gas    Producing
Pee Wee #1-17            Stephens    OK      -      0.00125   Gas    Producing
Phipps #1-28             Pittsburg   OK      -      0.00111   Gas    Producing
Prater #5-10             Hemphill    TX      -      0.00151   Gas    Producing
Prater #6-10             Hemphill    TX      -      0.00151   Gas    Producing
Prater #7-10             Hemphill    TX      -      0.00151   Gas    Producing
Prater #8-10             Hemphill    TX      -      0.00151   Gas    Producing
Prater #9-10             Hemphill    TX      -      0.00151   Gas    Producing
Presson H W #1-5         Pittsburg   OK      -      0.00009   Gas    Producing
Reed #1-8                Beckham     OK      -      0.00003   Gas    Producing
Rice 1-25                Le Flore    OK      -      0.00006   Gas    Producing
Schueler #1-14H          Hughes      OK   0.00016   0.00016   Gas    Shut-in
Sites Troy #1-9          Beckham     OK   0.00015   0.00015   Gas    Producing
Smith #1H-28             Hughes      OK      -      0.00180   Gas    Producing
Sophia #14-50            Wheeler     TX      -      0.00178   Gas    Producing
Sophia #21-50            Wheeler     TX      -      0.00178   Gas    Producing
Spradlin Farms #8A-20    Washita     OK      -      0.00055   Gas    Producing
Sugg-Farmar 26 #1        Irion       TX      -      0.00072   Gas    Producing
Trueblood #4-2           Noble       OK   0.00138   0.00121   Oil    Producing
Trueblood #5-2           Noble       OK   0.00137   0.00121   Oil    Producing
Trueblood #3-2           Noble       OK   0.00137   0.00121   Gas    Producing
Trueblood #2-2           Noble       OK   0.00137   0.00121   Gas    Producing
Urchison #5-12H          Le Flore    OK   0.00043   0.00043   Gas    Producing



                                      -22-
<PAGE>



Vanilli #3-36            Le Flore    OK      -      0.00040   Gas    Producing
Verner #5-11             Pittsburg   OK      -      0.00107   Gas    Producing
Walter #5-24
   (Upr D.Moines GW)     Beckham     OK      -      0.00019   Gas    Producing
Yonkee 5175-25-31WA      Campbell    WY      -      0.00958   Gas    Shut-in
Yonkee Fed 5175-25-41WA  Campbell    WY      -      0.00966   Gas    Producing






                  [Remainder of Page Intentionally Left Blank]






                                      -23-
<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,
                                    ---------------------------------------
                                       2006          2005(1)        2004(1)
                                    ----------     ----------      --------

   Production:
      Oil (Bbls)                        2,344           2,169         1,924
      Gas (Mcf)                       126,886         129,240       154,840

   Oil and gas sales(2):
      Oil                            $141,089      $  113,562      $ 69,359
      Gas                             737,253         889,032       731,696
                                      -------       ---------       -------
         Total                       $878,342      $1,002,594      $801,055
                                      =======       =========       =======
   Average sales price:
      Per barrel of oil                $60.19          $52.36        $36.05
      Per Mcf of gas                     5.81            6.88          4.73

----------
(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued  operations.  See Item 7 for more  information  about
      these discontinued operations.

(2)   These   amounts   differ  from  the  Net  Profits   included  in  the  P-1
      Partnership's  financial  statements  because  they  do  not  reflect  the
      reduction in revenues of production  expenses of $221,765,  $164,977,  and
      $137,655, respectively, incurred by the Affiliated Programs.



                                      -24-
<PAGE>





                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2006          2005(1)        2004(1)
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                         3,153          3,050          2,805
      Gas (Mcf)                        216,182        221,758        262,491

   Oil and gas sales(2):
      Oil                           $  190,943     $  160,271     $  102,288
      Gas                            1,318,007      1,565,093      1,293,819
                                     ---------      ---------      ---------
         Total                      $1,508,950     $1,725,364     $1,396,107
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $60.56         $52.55         $36.47
      Per Mcf of gas                      6.10           7.06           4.93

----------
(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued  operations.  See Item 7 for more  information  about
      these discontinued operations.

(2)   These   amounts   differ  from  the  Net  Profits   included  in  the  P-3
      Partnership's  financial  statements  because  they  do  not  reflect  the
      reduction in revenues of production  expenses of $371,995,  $304,853,  and
      $260,481, respectively, incurred by the Affiliated Programs.



                                      -25-
<PAGE>



                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2006          2005(1)        2004(1)
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                        13,435         15,251         17,392
      Gas (Mcf)                        180,392        190,154        229,139

   Oil and gas sales(2):
      Oil                           $  868,175     $  830,940     $  694,127
      Gas                            1,160,347      1,448,105      1,319,238
                                     ---------      ---------      ---------
         Total                      $2,028,522     $2,279,045     $2,013,365
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $64.62         $54.48         $39.91
      Per Mcf of gas                      6.43           7.62           5.76

----------
(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued  operations.  See Item 7 for more  information  about
      these discontinued operations.

(2)   These   amounts   differ  from  the  Net  Profits   included  in  the  P-4
      Partnership's  financial  statements  because  they  do  not  reflect  the
      reduction in revenues of production  expenses of $464,057,  $525,057,  and
      $382,860, respectively, incurred by the Affiliated Programs.



                                      -26-
<PAGE>



                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2006          2005(1)        2004(1)
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                         5,955          4,457          4,231
      Gas (Mcf)                        304,838        246,204        276,978

   Oil and gas sales(2):
      Oil                           $  378,344     $  241,256     $  167,681
      Gas                            1,954,423      1,735,135      1,408,528
                                     ---------      ---------      ---------
         Total                      $2,332,767     $1,976,391     $1,576,209
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $63.53         $54.13         $39.63
      Per Mcf of gas                      6.41           7.05           5.09

----------
(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued  operations.  See Item 7 for more  information  about
      these discontinued operations.

(2)   These   amounts   differ  from  the  Net  Profits   included  in  the  P-5
      Partnership's  financial  statements  because  they  do  not  reflect  the
      reduction in revenues of production  expenses of $518,712,  $423,567,  and
      $363,782, respectively, incurred by the Affiliated Programs.




                                      -27-
<PAGE>



                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2006          2005(1)        2004(1)
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                        11,396         10,676          7,599
      Gas (Mcf)                        450,448        398,416        424,456

   Oil and gas sales(2):
      Oil                           $  700,756     $  572,488     $  330,305
      Gas                            2,693,104      2,779,771      2,271,682
                                     ---------      ---------      ---------
         Total                      $3,393,860     $3,352,259     $2,601,987
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $61.49         $53.62         $43.47
      Per Mcf of gas                      5.98           6.98           5.35

----------
(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued  operations.  See Item 7 for more  information  about
      these discontinued operations.

(2)   These   amounts   differ  from  the  Net  Profits   included  in  the  P-6
      Partnership's  financial  statements  because  they  do  not  reflect  the
      reduction in revenues of production  expenses of $863,210,  $812,868,  and
      $783,975, respectively, incurred by the Affiliated Programs.





                                      -28-
<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, 2006 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"). When preparing such reserves, the General Partner follows the SEC's
definition  regarding oil and gas reserves,  which was first  published in 1978.
The General  Partner  books proved oil and gas  reserves  which  geological  and
engineering  data show with  reasonable  certainty to be recovered in the future
from known reserves under existing economic and operating  conditions.  Probable
reserves are not booked.

      The General Partner  combines many methods of reserve  estimation in order
to obtain the most accurate  forecast,  including  both  volumetric  and analogy
methods.  Many levels of review occur during this process.  First, the engineers
review their  respective  wells,  then the operations  manager and division vice
presidents  review  the  updated  forecasts,  and  finally  the  executive  vice
president of engineering  reviews  approximately  the top 85% (or more) wells by
value. All engineers reviewing the data have completed their engineering degrees
and/or are licensed petroleum  engineers.  In addition,  reserve information for
the top 80% of each  Partnership's  reserve  base  (based on  volumes)  has been
reviewed by Ryder Scott Company,  L.P. ("Ryder Scott"), an independent petroleum
engineering  firm.  Ryder Scott has stated to the General  Partner their opinion
that (i) the estimates of reserves for the  properties  which they reviewed were
prepared in accordance with generally accepted  procedures for the estimation of
reserves,  (ii) they found no bias in the  utilization and analysis of data, and
(iii) the cash flow projections provided by Samson of gross and net reserves and
associated  revenues  and costs  based on  constant  pricing in  general  appear
reasonable.

      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,  2006.  Such prices were not
escalated  except in  certain  circumstances  where  escalations  were fixed and
readily  determinable in accordance with applicable contract  provisions.  While
oil prices remained relatively constant as of December 31, 2006 and 2005 ($60.85
and $61.06 per barrel, respectively),  gas prices were substantially lower as of
December 31, 2006 ($5.64 per Mcf) than December 31, 2005 ($10.08 per Mcf).  This
decrease  in  gas  prices  caused  the   estimates  of  remaining   economically
recoverable reserves, as well as the values placed on said reserves, at December
31, 2006 to be lower than such  estimates  and values at December 31, 2005.  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, 2006. In fact, subsequent to



                                      -29-
<PAGE>



December 31, 2006, natural gas prices increased significantly and then declined.
There can be no assurance  that the prices used in  calculating  the net present
value of the Partnerships' proved reserves at December 31, 2006 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.

      The  reserves  table  below  reflects  reserves  as  either   discontinued
operations or continuing operations. The discontinued operation reserves consist
of all the  properties  classified  as assets held for sale as of  December  31,
2006. See "Item 7. Management's  Discussion and Analysis of Financial  Condition
and  Results  of  Operations"  for more  information  about  these  discontinued
operations.







                  [Remainder of Page Intentionally Left Blank]



                                      -30-
<PAGE>



                               Proved Reserves and
                               Net Present Values
                              From Proved Reserves

                           As of December 31, 2006(1)

                                             Oil and     Net Present Value
                                   Gas       Liquids     (discounted at)
                                  (Mcf)      (Bbls)       10% per annum
                                ---------    -------     -----------------

P-1 Partnership:
----------------
Discontinued Operations          586,241     138,826         $4,033,131
Continuing Operations          1,033,530      14,856          2,544,557


P-3 Partnership:
----------------
Discontinued Operations          753,962     176,381         $5,162,242
Continuing Operations          1,845,324      29,903          4,646,696


P-4 Partnership:
----------------
Discontinued Operations           25,073       3,366         $  154,559
Continuing Operations          1,511,674      40,996          4,835,185


P-5 Partnership:
----------------
Discontinued Operations           15,053       1,257         $   69,845
Continuing Operations          2,159,887      38,945          5,573,927


P-6 Partnership:
----------------
Discontinued Operations           75,198         724         $   89,473
Continuing Operations          3,197,665     116,911          8,591,042

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

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


                                      -31-
<PAGE>



      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, 2006:

                              Operated Wells
                    ------------------------------
                    Partnership   Number   Percent
                    -----------   ------   -------
                        P-1         34        2%
                        P-3         58        3%
                        P-4         21        7%
                        P-5        114       24%
                        P-6        155       24%

      The following table sets forth certain well and reserve  information as of
December 31, 2006 for each oil and gas basin which holds a  significant  portion
of the value of the Partnerships'  properties.  The table contains the following
information for each such 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.  The South
Oklahoma Folded Belt Basin is located in southern Oklahoma, while the East Texas
Basin is located in east Texas and northern Louisiana.



                                      -32-
<PAGE>





                 Significant Properties as of December 31, 2006
                 -----------------------------------------------

                                Wells
                             Operated by
                             Affiliates      Oil         Gas
                   Total     -----------   Reserves    Reserves       Present
Basin              Wells     Number %(1)    (Bbl)       (Mcf)          Value
-------------      -----     ------ ----   --------    ---------    -----------
P-1 P/ship:
  Permian          1,852        2      -   143,682      802,744    $4,402,423
  Anadarko            83       28     34%    2,442      806,397     2,034,101

P-3 P/ship:
  Permian          1,852        2      -   180,999    1,012,512    $5,546,624
  Anadarko            83       28     34%    4,091    1,239,871     3,103,365

P-4 P/ship:
  Gulf Coast         132        4      3%   33,827      452,191    $2,339,590
  Anadarko            65       17     26%    3,008      856,597     2,088,825

P-5 P/ship:
  Anadarko           181       42     23%    5,702    1,316,623    $3,207,990
  South. Ok.
   Folded Belt        37        -      -    20,876      498,632     1,535,854
  Permian             44       39     89%   13,196      254,424       599,521

P-6 P/ship:
  Anadarko           181       42     23%    3,896    1,269,533    $3,108,445
  South. Ok.
   Folded Belt        55       18     33%   87,323      306,806     2,216,509
  East Texas           4        3     75%    2,854      748,598     1,477,701

-------------------------------
(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 detract from the value of such properties or from
the Partnerships' Net



                                      -33-
<PAGE>



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 2006.



                                    PART II.

ITEM 5.     MARKET FOR UNITS, RELATED LIMITED PARTNER MATTERS, AND ISSUER
            PURCHASES OF UNITS

      As of March 1, 2007, 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              667
                 P-3             169,637            1,110
                 P-4             126,306              757
                 P-5             118,449              835
                 P-6             143,041              638


      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



                                      -34-
<PAGE>



regarding prices at which Units have been transferred. Further, a transferee may
not become a  substitute  Limited  Partner  without  the  consent of the General
Partner.

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

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

                      2005                          2006                 2007
            -------------------------     -------------------------     -------
            1st    2nd    3rd    4th      1st     2nd    3rd   4th        1st
P/ship      Qtr.   Qtr.   Qtr.   Qtr.     Qtr.    Qtr.   Qtr.  Qtr.     Qtr.(1)
------      ----   ----   ----   ----     ----    ----   ----  ----     -------

 P-1        $25    $23    $44    $40      $36     $32    $45   $11        $ 3
 P-3         25     22     41     38       34      30     42    14          9
 P-4         19     17     27     25       21      18     26    24         19
 P-5         18     16     24     21       19      16     27    25         22
 P-6         25     22     38     35       32      28     34    31         28

------------
(1) Repurchase offer terminated March 9, 2007.


      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.

      As described in "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations," the Partnerships terminate on December 31,
2007. Due to such termination and the necessary liquidation process, the General
Partner  terminated the repurchase offer described above as of March 9, 2007. In
addition,  the  General  Partner  will not accept,  process,  or  recognize  any
transfers of Units (with the exception of certain  transactions  between related
persons) for which completed transfer documentation is not mailed to the General
Partner with a postmark on or before June 30, 2007.  Accordingly,  there will be
no market for the Partnerships' Units after June 30, 2007.




                                      -35-
<PAGE>




      Cash Distributions

      Cash  distributions  are primarily  dependent  upon a  Partnership's  cash
receipts from its Net Profits Interests,  the sale of oil and gas properties 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.  See "Item 7. Management's
Discussion and Analysis of Financial  Condition and Results of  Operations"  for
more information  regarding the cash distribution  process during liquidation of
the Partnerships.

      The  following  is a summary  of cash  distributions  paid to the  Limited
Partners during 2005 and 2006 and the first quarter of 2007:

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

                                 2005
            -------------------------------------------------
              1st           2nd          3rd           4th
   P/ship   Quarter       Quarter      Quarter       Quarter
   ------   -------       -------      -------      ---------
    P-1      $2.80         $2.82        $3.25       $ 3.56
    P-3       2.43          2.62         3.09         3.27
    P-4       2.68          2.33         2.69         2.73
    P-5       1.82          2.02         2.40         2.59
    P-6       1.70          3.31         2.75         2.86


                              2006                                  2007
            -------------------------------------------------     ---------
              1st           2nd          3rd           4th           1st
   P/ship   Quarter       Quarter    Quarter         Quarter       Quarter
   ------   -------       -------    -------        ---------     ---------
    P-1      $4.29         $4.26        $4.74       $34.60(1)      $4.23(2)
    P-3       4.04          4.04         4.21        28.23(1)       4.50(2)
    P-4       3.64          3.51         2.69         2.77          4.25(3)
    P-5       2.51          2.52         1.77         1.51          3.36(3)
    P-6       3.31          3.76         2.99         3.04          3.17(3)

------------
(1)   Includes proceeds from the sale of the Partnerships'  interests in various
      oil  and gas  properties  at The Oil  and  Gas  Clearinghouse  auction  in
      Houston, Texas on October 11, 2006.



                                      -36-
<PAGE>



(2)   Includes proceeds from the sale of the Partnerships'  interests in various
      oil  and gas  properties  at The Oil  and  Gas  Clearinghouse  auction  in
      Houston, Texas on December 13, 2006 and February 1, 2007.
(3)   Includes proceeds from the sale of the Partnerships'  interests in various
      oil  and gas  properties  at The Oil  and  Gas  Clearinghouse  auction  in
      Houston, Texas on December 13, 2006.



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."

      The selected  financial data tables  reflect  income from both  continuing
operations and discontinued  operations for the  Partnerships.  The discontinued
operations  income is the income for various oil and gas properties  sold during
2006 and all of the properties classified as assets held for sale as of December
31,  2006.  See "Item 7.  Management's  Discussion  and  Analysis  of  Financial
Condition  and  Results  of  Operations"  for  more   information   about  these
discontinued operations.




                  [Remainder of Page Intentionally Left Blank]









                                      -37-
<PAGE>


<TABLE>



                                                 Selected Financial Data
<CAPTION>

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

                                          2006           2005(1)          2004(1)         2003(1)          2002(1)
                                      ------------    ------------     ------------    ------------     ------------

<S>                                   <C>             <C>              <C>             <C>              <C>
Net Profits                            $  656,577      $  837,617       $  663,400      $  602,212       $  424,026
Income from:
  Continuing Operations                   455,253         654,946          503,425         462,052          255,567
  Discontinued Operations               4,830,079       1,235,452          791,467         731,105          518,789
Net Income:
   Limited Partners                     4,749,433       1,695,098        1,161,372       1,070,553          686,720
   General Partner                        535,899         195,300          133,520         126,336           87,636
   Total                                5,285,332       1,890,398        1,294,892       1,196,889          774,356
Limited Partners' Net
   Income per Unit                          43.95           15.69            10.75            9.91             6.35
Limited Partners' Cash
   Distributions per Unit                   47.89           12.43            11.18            9.55             5.21
Total Assets                            1,190,000       1,605,641        1,219,098       1,271,859        1,230,892
Partners' Capital (Deficit)
   Limited Partners                     1,209,475       1,635,042        1,283,944       1,330,572        1,292,019
   General Partner                    (    19,475)    (    29,401)     (    64,846)    (    58,713)     (    61,127)
Number of Units
   Outstanding                            108,074         108,074          108,074         108,074          108,074

(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued  operations.  See Item 7 for more  information  about
      these discontinued operations.

</TABLE>




                                      -38-
<PAGE>


<TABLE>


                                                 Selected Financial Data
<CAPTION>

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

                                       2006           2005(1)          2004(1)         2003(1)          2002(1)
                                    ----------     ------------     ------------    ------------     ------------

<S>                                 <C>            <C>              <C>             <C>              <C>
Net Profits                         $1,136,955      $1,420,511       $1,135,626      $1,008,153       $  686,259
Income from:
  Continuing Operations                830,383       1,147,598          786,367         782,761          413,210
  Discontinued Operations            6,238,259       1,591,882        1,071,253         936,169          659,366
Net Income:
   Limited Partners                  6,350,257       2,456,223        1,607,490       1,540,460          949,607
   General Partner                     718,385         283,257          196,130         182,540          122,969
   Total                             7,068,642       2,739,480        1,803,620       1,723,000        1,072,576
Limited Partners' Net
   Income per Unit                       37.43           14.48             9.48            9.08             5.60
Limited Partners' Cash
   Distributions per
   Unit                                  40.52           11.41            10.24            8.62             4.72
Total Assets                         1,900,422       2,404,854        1,835,461       1,971,380        1,889,346
Partners' Capital (Deficit)
   Limited Partners                  1,885,370       2,409,113        1,888,890       2,018,400        1,940,940
   General Partner                      15,052     (     4,259)     (    53,429)    (    47,020)     (    51,594)
Number of Units
   Outstanding                         169,637         169,637          169,637         169,637          169,637

(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued  operations.  See Item 7 for more  information  about
      these discontinued operations.
</TABLE>



                                      -39-
<PAGE>

<TABLE>


                                                 Selected Financial Data
<CAPTION>

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

                                          2006           2005(1)          2004(1)         2003(1)          2002(1)
                                      ------------    ------------     ------------    ------------     ------------

<S>                                   <C>             <C>              <C>             <C>              <C>
Net Profits                            $1,564,465      $1,753,988       $1,630,505      $1,535,438       $1,415,978
Income from:
  Continuing Operations                 1,331,399       1,514,473        1,395,819       1,287,601          987,984
  Discontinued Operations                 295,939          71,575           35,589          35,078           14,524
Net Income:
   Limited Partners                     1,458,615       1,420,887        1,281,492       1,181,958          878,439
   General Partner                        168,723         165,161          149,916         140,282          124,069
   Total                                1,627,338       1,586,048        1,431,408       1,322,240        1,002,508
Limited Partners' Net
   Income per Unit                          11.55           11.25            10.14            9.36             6.95
Limited Partners' Cash
   Distributions per Unit                   12.61           10.43             9.34           10.07             8.85
Total Assets                            1,168,589       1,305,009        1,186,842       1,076,763        1,176,251
Partners' Capital (Deficit)
   Limited Partners                     1,213,990       1,348,375        1,244,488       1,142,996        1,234,038
   General Partner                    (    45,401)    (    43,366)     (    57,646)    (    66,233)     (    57,787)
Number of Units
   Outstanding                            126,306         126,306          126,306         126,306          126,306

(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued  operations.  See Item 7 for more  information  about
      these discontinued operations.
</TABLE>



                                      -40-
<PAGE>


<TABLE>


                                                 Selected Financial Data
<CAPTION>

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

                                       2006            2005(1)          2004(1)         2003(1)          2002(1)
                                   ------------    ------------     ------------    ------------     ------------

<S>                                <C>             <C>              <C>             <C>              <C>
Net Profits                         $1,814,055      $1,552,824       $1,212,427      $1,262,145       $  868,026
Income from:
  Continuing Operations              1,365,400       1,298,186          967,824       1,032,768          626,158
  Discontinued Operations               44,114          37,857           33,623          18,385           17,756
Net Income:
   Limited Partners                  1,241,581       1,193,671          893,019         975,641          607,695
   General Partner                     167,933         142,372          108,428          78,297           36,219
   Total                             1,409,514       1,336,043        1,001,447       1,053,938          643,914
Limited Partners' Net
   Income per Unit                       10.48           10.08             7.53            8.24             5.13
Limited Partners' Cash
   Distributions per Unit                 8.31            8.83             6.94            8.16             4.61
Total Assets                         1,462,047       1,195,474        1,032,135         953,771          930,874
Partners' Capital (Deficit)
   Limited Partners                  1,486,899       1,229,318        1,080,647       1,009,628        1,000,987
   General Partner                 (    24,852)    (    33,844)     (    48,512)    (    59,667)     (    70,113)
Number of Units
   Outstanding                         118,449         118,449          118,449         118,449          118,449

(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued  operations.  See Item 7 for more  information  about
      these discontinued operations.
</TABLE>



                                      -41-
<PAGE>

<TABLE>



                                                 Selected Financial Data
<CAPTION>

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

                                        2006              2005(1)          2004(1)          2003(1)          2002(1)
                                    ------------      ------------     ------------     ------------     ------------

<S>                                 <C>               <C>              <C>              <C>              <C>
Net Profits                          $2,530,650        $2,539,391       $1,818,012       $2,253,839       $1,415,508
Income (Loss) from:
  Continuing Operations               2,004,803         2,081,847        1,521,994        1,934,995        1,068,521
  Discontinued Operations           (    61,312)           56,589           45,139           92,537           60,265
Net Income:
   Limited Partners                   1,702,058         1,898,927        1,399,899        1,813,666          999,684
   General Partner                      241,433           239,509          167,234          215,343          129,102
   Total                              1,943,491         2,138,436        1,567,133        2,029,009        1,128,786
Limited Partners' Net
   Income per Unit                        11.90             13.28             9.78            12.68             6.99
Limited Partners' Cash
   Distributions per Unit                 13.10             10.62            11.09            11.81             6.38
Total Assets                          1,864,014         2,063,221        1,640,367        1,831,927        1,660,818
Partners' Capital (Deficit)
   Limited Partners                   1,873,097         2,045,039        1,666,112        1,853,213        1,728,547
   General Partner                  (    34,262)      (    17,913)     (    52,148)     (    60,944)     (    67,729)
Number of Units
   Outstanding                          143,041           143,041          143,041          143,041          143,041

(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued  operations.  See Item 7 for more  information  about
      these discontinued operations.
</TABLE>




                                      -42-
<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  accuracy of third party  payments  and  billings,  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.


      Discontinued Operations

      In October 2006, the P-1 and P-3  Partnerships  sold their  interests in a
number of  producing  properties.  This  disposal  was  treated as  discontinued
operations.  The sales  proceeds  consisting  of  approximately  $3,285,000  and
$4,141,000,   respectively,   were  included  in  the  November  15,  2006  cash
distributions  paid by the P-1 and P-3  Partnerships.  In December 2006 the P-1,
P-3, P-4, P-5, and P-6 Partnerships sold their interests in additional producing
properties.  The sales proceeds consisting of approximately $322,000,  $537,000,
$240,000,  $6,000, and $2,000,  respectively,  were included in the February 15,
2007 cash  distributions  paid by the P-1, P-3, P-4, P-5, and P-6  Partnerships.
These  disposals  were  treated as  discontinued  operations.  The sale of these
producing  properties  will  impact  the  continuing  future  operations  of the
Partnerships.  It is  anticipated  that the  Partnerships  will have lower lease
operating costs, lower oil and gas sales, and a reduction in their asset



                                      -43-
<PAGE>



retirement  obligations  as a result of these sales.  The reader should refer to
Note 6 - Discontinued  Operations to the combined financial  statements included
in Item 8 of this  Annual  Report  for  additional  information  regarding  this
matter.


      Partnership Terminations

      The Partnerships  would have terminated on December 31, 2005 in accordance
with the Partnership  Agreements.  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  extended  the terms of the
Partnerships  for  their  first  two-year  extension,  thereby  extending  their
termination  date to December 31, 2007. On February 5, 2007 the General  Partner
mailed a notice to the limited  partners  announcing  that (i) the  Partnerships
will terminate on December 31, 2007 and (ii) the General  Partner will liquidate
the Partnerships' assets and satisfy their liabilities as part of the winding-up
process required by the Partnership Agreements and state law.

      The General  Partner has been selling  selected oil and gas properties due
to the  generally  favorable  market for oil and gas  properties.  The last such
sales are anticipated to be The Oil and Gas Asset Clearinghouse  auctions in May
through July of 2007. While these property sales were not related to Partnership
liquidation,  all remaining  property  dispositions  will be made as part of the
liquidation and winding-up process.

      Liquidation  and  Winding-Up  Process.  The  General  Partner  intends  to
commence  liquidating the  Partnerships'  properties in the second half of 2007,
and hopes to have all or substantially all of the properties sold prior to March
31, 2008. As part of the liquidation  process, the General Partner will actively
negotiate for the sale of the  properties.  These  properties will be offered to
all interested  parties through normal oil and gas property auction processes as
well as  appropriate  negotiated  transactions.  It is possible that the General
Partner will package some properties  which have value with properties that have
no or little value or are burdened  with actual or  potential  liabilities.  The
General  Partner  intends to sell such property  packages and any  associated or
otherwise remaining  Partnership assets and liabilities to the highest bidder at
auction.  It is possible that  affiliates of the General Partner may participate
in any public auction of these  properties and may be the successful high bidder
on some or all of the properties.

      Cash Distributions.  The Partnerships will make routine cash distributions
throughout  the  remainder  of  2007.  Proceeds  from  the  sale of  Partnership
properties  may be  included  in  these  normal  cash  distributions,  or may be
distributed  to the partners by way of special cash  distributions.  The General
Partner will analyze the level of cash held by the Partnerships throughout the



                                      -44-
<PAGE>



liquidation  process and will retain sufficient cash to cover all final expenses
and liabilities of the Partnerships. After final settlement from the sale of all
properties,   satisfaction  of  Partnership   expenses  and   liabilities,   and
calculation of any remaining assets and liabilities of the Partnerships, any net
cash will be paid as a final  liquidating  distribution  to all of the remaining
partners in each Partnership. It is expected that the final distribution will be
made no later than December 31, 2008.

      Repurchase  Offer.  In order to ensure that the General  Partner makes all
liquidation  distributions  to the correct  parties  based on the most  accurate
information possible,  the General Partner terminated the outstanding repurchase
offer as of March 9, 2007.  In  addition,  the General  Partner will not process
transfers  among third  parties  which are not  postmarked on or before June 30,
2007 and received by the General Partner on or before July 13, 2007. The General
Partner will not impose these  deadlines on transfers  between  family  members,
their trusts,  IRA accounts,  or similar  related  entities and transfers due to
death or divorce.

      Financial  Statements.  The  financial  statements  described  in "Item 8.
Financial  Statements  and  Supplementary  Data" and  indexed in Item 15 to this
Annual Report are audited and presented on a going concern basis.  However,  the
General  Partner has included in Note 7 to such financial  statements  unaudited
pro forma combined balance sheets which are presented on a liquidation basis.


      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 and recently the sale of 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:

      *  Worldwide and domestic supplies of oil and natural gas;
      *  The ability of  the  members of  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;



                                      -45-
<PAGE>




      *  The competitiveness of alternative fuels;
      *  Weather conditions and the impact of weather-related events;
      *  The availability and proximity of pipelines for transportation;
      *  Domestic and foreign government regulations and taxes;
      *  Market expectations; and
      *  The effect of worldwide energy conservation.

      It is not  possible to predict the future  direction of oil or natural gas
prices.  Operating costs, including General and Administrative Expenses, may not
decline over time, may increase,  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,  remain  relatively  constant,  or decrease at an even greater rate
over a given period. These factors include, but are not limited to:

      *  Geophysical  conditions  which cause  an acceleration of the decline in
         production;
      *  The shutting in of wells (or the opening of previously  shut-in  wells)
         due to low oil and gas prices (or high oil and gas prices),  mechanical
         difficulties,  loss of a market or  transportation,  or  performance of
         workovers, recompletions, or other operations in the well;
      *  Prior period  volume adjustments (either  positive or negative) made by
         operators of the properties;
      *  Adjustments  in ownership or rights to production  in  accordance  with
         agreements  governing  the  operation or ownership of the well (such as
         adjustments that occur at payout or due to gas balancing); and
      *  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.




                                      -46-
<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 Partnership's results of
operations  for the year ended  December  31, 2006 as compared to the year ended
December  31, 2005 and for the year ended  December  31, 2005 as compared to the
year ended December 31, 2004.


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

                     Year Ended December 31, 2006 Compared
                        to Year Ended December 31, 2005
                     -------------------------------------

      The  following  discussion  contains  amounts for the year 2005 which have
been restated to reflect the Partnership's  assets held for sale as discontinued
operations.  See Note 6 to the combined financial  statements indexed in Item 15
hereof for more information about these discontinued operations.

      Total Net Profits decreased  $181,000 (21.6%) in 2006 as compared to 2005.
Of this  decrease (i) $136,000 was related to a decrease in the average price of
gas sold and (ii)  $57,000 was related to an  increase in  production  expenses.
These decreases were partially offset by an increase of $18,000  associated with
an increase in the average price of oil sold.

      Volumes  of oil sold  increased  175  barrels,  while  volumes of gas sold
decreased  2,354 Mcf in 2006 as compared to 2005. The increase in volumes of oil
sold was primarily due to the successful  completion of several new wells during
late 2005 and mid 2006. This increase was partially  offset by (i) a substantial
decline in production  during 2006 on one  significant  well  following its 2005
workover and (ii) normal  declines in  production.  The well with a  substantial
decline in production is not expected to return to its previously high levels of
production.

      The increase in  production  expenses was  primarily due to an increase in
workover expenses. As of the date of this Annual Report,  management anticipates
workover costs remaining at or increasing above 2006 levels due to the increased
cost to perform a  workover  and the age of the  wellbores.  This  increase  was
partially  offset by a decrease in production taxes associated with the decrease
in oil and gas sales.



                                      -47-
<PAGE>




      Average oil prices  increased to $60.19 per barrel in 2006 from $52.36 per
barrel in 2005. Average gas prices decreased to $5.81 per Mcf in 2006 from $6.88
per Mcf in 2005.

      Depletion of Net Profits  Interests  increased  $23,000 (51.7%) in 2006 as
compared to 2005.  This  increase was  primarily  due to (i) several wells being
fully depleted during 2006 due to their lack of remaining  reserves and (ii) the
abandonment  of one  significant  well  during  2006 as a result  of its lack of
remaining reserves. These increases were partially offset by several other wells
being fully depleted during 2005 due to their lack of remaining  reserves.  As a
percentage of Net Profits,  this expense increased to 10.1% in 2006 from 5.2% in
2005, primarily due to the dollar increase in depletion of Net Profits Interests
and the decrease in the average price of gas sold.

      The Partnership  recognized a non-cash charge against  earnings of $17,000
during  2006.  This charge was related to the decline in oil and gas prices used
to determine  recoverability  of oil and gas reserves at September  30, 2006. No
such charge was incurred during 2005.

      General and  administrative  expenses  increased  $2,000 (1.3%) in 2006 as
compared to 2005. As a percentage of Net Profits,  these  expenses  increased to
22.8% in 2006 from 17.7% in 2005, primarily due to the decrease in Net Profits.

      As further discussed in Notes 6 and 7 to the combined financial statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's  properties in the liquidation process. The Partnership
will have lower  future oil and gas sales and lower future  production  expenses
due to the sale of these properties.

      The Limited Partners have received cash distributions through December 31,
2006 totaling $23,379,558 or 216.33% of Limited Partners' capital contributions.


                     Year Ended December 31, 2005 Compared
                        to Year Ended December 31, 2004
                    --------------------------------------

      The  following  discussion  contains  amounts  for the years 2005 and 2004
which have been  restated to reflect the  Partnership's  assets held for sale as
discontinued operations. See Note 6 to the combined financial statements indexed
in Item 15 hereof for more information about these discontinued operations.

      Total Net Profits increased  $174,000 (26.3%) in 2005 as compared to 2004.
Of this increase $35,000 and $278,000,



                                      -48-
<PAGE>



respectively,  were related to  increases  in the average  prices of oil and gas
sold.  These  increases  were  partially  offset by (i) a decrease  of  $121,000
related to a decrease  in  volumes  of gas sold and (ii)  $27,000  related to an
increase in production expenses.

      Volumes  of oil sold  increased  245  barrels,  while  volumes of gas sold
decreased 25,600 Mcf in 2005 as compared to 2004. The increase in volumes of oil
sold was primarily due to the successful completion of two new wells during late
2004.  This increase was partially  offset by (i) normal  declines in production
and (ii)  positive  prior period  volume  adjustments  made by the  operators on
several wells during 2004. The decrease in volumes of gas sold was primarily due
to (i) normal  declines in  production  and (ii) a positive  prior period volume
adjustment  included in the receipt of first  revenues on one  significant  well
during 2004.

      The increase in  production  expenses was primarily due to (i) an increase
in workover  expenses and (ii) an increase in production  taxes  associated with
the increase in oil and gas sales.

      Average  oil and gas prices  increased  to $52.36 per barrel and $6.88 per
Mcf in 2005 from $36.05 per barrel and $4.73 per Mcf in 2004.

      Depletion  of Net Profits  Interests  increased  $2,000  (5.2%) in 2005 as
compared  to 2004.  Of this  increase  (i)  $8,000 was due to the  depletion  of
additional  Net  Profits  Interests  as a result of the upward  revision  in the
estimate of the asset  retirement  obligations,  of which  $6,000 was related to
previously  fully depleted wells,  and (ii) $2,000 was due to accretion of these
additional asset retirement  obligations.  These increases were partially offset
by the  decrease in volumes of gas sold.  As a percentage  of Net Profits,  this
expense  decreased  to 5.2% in 2005  from  6.3% in  2004,  primarily  due to the
increases in the average prices of oil and gas sold.

      General and  administrative  expenses  increased  $6,000 (4.1%) in 2005 as
compared to 2004. As a percentage of Net Profits,  these  expenses  decreased to
17.7% in 2005 from 21.4% in 2004, primarily due to the increase in Net Profits.

      As further discussed in Notes 6 and 7 to the combined financial statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's  properties in the liquidation process. The Partnership
will have lower  future oil and gas sales and lower future  production  expenses
due to the sale of these properties.




                                      -49-
<PAGE>




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

                     Year Ended December 31, 2006 Compared
                        to Year Ended December 31, 2005
                     -------------------------------------

      The  following  discussion  contains  amounts for the year 2005 which have
been restated to reflect the Partnership's  assets held for sale as discontinued
operations.  See Note 6 to the combined financial  statements indexed in Item 15
hereof for more information about these discontinued operations.

      Total Net Profits decreased  $284,000 (20.0%) in 2006 as compared to 2005.
Of this  decrease (i) $208,000 was related to a decrease in the average price of
gas sold,  (ii)  $39,000 was  related to a decrease in volumes of gas sold,  and
(iii) $67,000 was associated with an increase in production expenses.

      Volumes  of oil sold  increased  103  barrels,  while  volumes of gas sold
decreased  5,576 Mcf in 2006 as compared to 2005. The increase in volumes of oil
sold was primarily due to the successful  completion of several new wells during
late 2005 and mid 2006. This increase was partially  offset by (i) a substantial
decline in production  during 2006 on one  significant  well  following its 2005
workover and (ii) normal  declines in  production.  The well with a  substantial
decline in production is not expected to return to its previously high levels of
production.

      The increase in  production  expenses was  primarily due to an increase in
workover expenses. As of the date of this Annual Report,  management anticipates
workover costs remaining at or increasing above 2006 levels due to the increased
cost to perform a  workover  and the age of the  wellbores.  This  increase  was
partially  offset by a decrease in production taxes associated with the decrease
in oil and gas sales.

      Average oil prices  increased to $60.56 per barrel in 2006 from $52.55 per
barrel in 2005. Average gas prices decreased to $6.10 per Mcf in 2006 from $7.06
per Mcf in 2005.

      Depletion of Net Profits  Interests  increased  $38,000 (52.8%) in 2006 as
compared to 2005.  This  increase was  primarily  due to (i) several wells being
fully depleted during 2006 due to their lack of remaining  reserves and (ii) the
abandonment  of one  significant  well  during  2006 as a result  of its lack of
remaining reserves. These increases were partially offset by several other wells
being fully depleted during 2005 due to their lack of remaining  reserves.  As a
percentage of Net Profits,  this expense  increased to 9.6% in 2006 from 5.0% in
2005, primarily due to the dollar increase in depletion of Net Profits Interests
and the decrease in the average price of gas sold.



                                      -50-
<PAGE>




      The Partnership  recognized a non-cash charge against  earnings of $25,000
during  2006.  This charge was related to the decline in oil and gas prices used
to determine  recoverability  of oil and gas reserves at September  30, 2006. No
such charge was incurred during 2005.

      General and administrative  expenses remained  relatively constant in 2006
and 2005. As a percentage of Net Profits,  these expenses  increased to 19.1% in
2006 from 15.2% in 2005, primarily due to the decrease in Net Profits.

      As further discussed in Notes 6 and 7 to the combined financial statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's  properties in the liquidation process. The Partnership
will have lower  future oil and gas sales and lower future  production  expenses
due to the sale of these properties.

      The Limited Partners have received cash distributions through December 31,
2006 totaling $32,364,401 or 190.79% of Limited Partners' capital contributions.


                     Year Ended December 31, 2005 Compared
                        to Year Ended December 31, 2004
                    --------------------------------------

      The  following  discussion  contains  amounts  for the years 2005 and 2004
which have been  restated to reflect the  Partnership's  assets held for sale as
discontinued operations. See Note 6 to the combined financial statements indexed
in Item 15 hereof for more information about these discontinued operations.

      Total Net Profits increased  $285,000 (25.1%) in 2005 as compared to 2004.
Of this increase $49,000 and $472,000,  respectively,  were related to increases
in the average prices of oil and gas sold. These increases were partially offset
by decreases  of (i)  $201,000  related to a decrease in volumes of gas sold and
(ii) $44,000 related to an increase in production expenses.

      Volumes  of oil sold  increased  245  barrels,  while  volumes of gas sold
decreased 40,733 Mcf in 2005 as compared to 2004. The increase in volumes of oil
sold was primarily due to the successful completion of two new wells during late
2004.  This increase was partially  offset by (i) normal  declines in production
and (ii)  positive  prior period  volume  adjustments  made by the  operators on
several wells during 2004. The decrease in volumes of gas sold was primarily due
to (i) normal  declines in  production  and (ii) a positive  prior period volume
adjustment



                                      -51-
<PAGE>



included in the receipt of first revenues on one significant well during 2004.

      The increase in  production  expenses was primarily due to (i) an increase
in workover  expenses and (ii) an increase in production  taxes  associated with
the increase in oil and gas sales.

      Average  oil and gas prices  increased  to $52.55 per barrel and $7.06 per
Mcf in 2005 from $36.47 per barrel and $4.93 per Mcf in 2004.

      Depletion of Net Profits  Interests  decreased  $99,000 (58.2%) in 2005 as
compared to 2004.  This decrease was primarily due to (i) one  significant  well
being fully depleted during 2004 due to its lack of remaining  reserves and (ii)
the decrease in volumes of gas sold.  These  decreases were partially  offset by
(i) an  increase  of $11,000  due to the  depletion  of  additional  Net Profits
Interests  as a result  of the  upward  revision  in the  estimate  of the asset
retirement obligations, of which $8,000 was related to previously fully depleted
wells,  (ii) an increase of $2,000 due to  accretion of these  additional  asset
retirement  obligations,  and (iii) one  significant  well being fully  depleted
during  2005 due to its  lack of  remaining  reserves.  As a  percentage  of Net
Profits,  this expense  decreased to 5.0% in 2005 from 15.0% in 2004,  primarily
due to the dollar decrease in depletion of Net Profits Interests.

      General and  administrative  expenses  increased  $6,000 (2.7%) in 2005 as
compared to 2004. As a percentage of Net Profits,  these  expenses  decreased to
15.2% in 2005 from 18.5% in 2004, primarily due to the increase in Net Profits.

      As further discussed in Notes 6 and 7 to the combined financial statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's  properties in the liquidation process. The Partnership
will have lower  future oil and gas sales and lower future  production  expenses
due to the sale of these properties.



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

                     Year Ended December 31, 2006 Compared
                        to Year Ended December 31, 2005
                     -------------------------------------

      The  following  discussion  contains  amounts for the year 2005 which have
been restated to reflect the Partnership's assets held



                                      -52-
<PAGE>



for  sale as  discontinued  operations.  See  Note 6 to the  combined  financial
statements   indexed  in  Item  15  hereof  for  more  information  about  these
discontinued operations.

      Total Net Profits decreased  $190,000 (10.8%) in 2006 as compared to 2005.
Of this  decrease (i) $214,000 was related to a decrease in the average price of
gas sold and (ii) $99,000 and $74,000,  respectively,  were related to decreases
in  volumes  of oil and gas  sold.  These  decreases  were  partially  offset by
increases  of (i)  $136,000  related to an increase in the average  price of oil
sold and (ii) $61,000 related to a decrease in production expenses.

      Volumes of oil and gas sold decreased  1,816 barrels and 9,762 Mcf in 2006
as compared to 2005.  The decrease in volumes of oil sold was  primarily  due to
(i) the shutting-in of one  significant  well during late 2005 through late 2006
in order to  perform  an  unsuccessful  workover  and (ii)  normal  declines  in
production.  As of the date of this  Annual  Report,  the  operator  has not yet
determined  when or if the  shut-in  well will  return  to  production  and,  if
returned to  production,  at what rate.  The decrease in volumes of gas sold was
primarily  due to (i) normal  declines in  production  and (ii)  positive  prior
period  volume  adjustments  made by the operators on several wells during 2005.
These  decreases  were  partially  offset  by a  positive  prior  period  volume
adjustment made by the operator on another significant well during 2006.

      The  decrease in  production  expenses was  primarily  due to (i) workover
expenses  incurred on several  wells during 2005,  (ii) a decrease in production
taxes associated with the decrease in oil and gas sales, and (iii) a decrease in
saltwater disposal expenses incurred on several wells during 2006 as compared to
2005. As of the date of this Annual Report,  management  anticipates  that these
saltwater  disposal  expenses will remain at 2006 levels.  These  decreases were
partially  offset by workover  expenses  incurred on one significant well during
2006.

      Average oil prices  increased to $64.62 per barrel in 2006 from $54.48 per
barrel in 2005. Average gas prices decreased to $6.43 per Mcf in 2006 from $7.62
per Mcf in 2005.

      Depletion  of Net Profits  Interests  increased  $1,000  (1.4%) in 2006 as
compared to 2005.  This  increase was primarily due to several wells being fully
depleted during 2006 due to their lack of remaining reserves.  This increase was
partially offset by (i) several other wells being fully depleted during 2005 due
to their lack of remaining reserves and (ii) the decreases in volumes of oil and
gas sold. As a percentage of Net Profits, this expense increased to 5.2% in 2006
from 4.6% in 2005,  primarily  due to the  decrease in the average  price of gas
sold.

      The Partnership  recognized a non-cash  charge against  earnings of $3,000
during 2006. This charge was related to the



                                      -53-
<PAGE>



decline in oil and gas prices used to  determine  recoverability  of oil and gas
reserves at September 30, 2006. No such charge was incurred during 2005.

      General and  administrative  expenses  decreased  $3,000 (1.6%) in 2006 as
compared to 2005. As a percentage of Net Profits,  these  expenses  increased to
10.6% in 2006 from 9.6% in 2005, primarily due to the decrease in Net Profits.

      As further discussed in Notes 6 and 7 to the combined financial statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's  properties in the liquidation process. The Partnership
will have lower  future oil and gas sales and lower future  production  expenses
due to the sale of these properties.

      Cumulative cash distributions to the Limited Partners through December 31,
2006 were $21,807,945 or 172.66% of Limited Partners' capital contributions.


                     Year Ended December 31, 2005 Compared
                        to Year Ended December 31, 2004
                    --------------------------------------

      The  following  discussion  contains  amounts  for the years 2005 and 2004
which have been  restated to reflect the  Partnership's  assets held for sale as
discontinued operations. See Note 6 to the combined financial statements indexed
in Item 15 hereof for more information about these discontinued operations.

      Total Net Profits  increased  $123,000 (7.6%) in 2005 as compared to 2004.
Of this increase $222,000 and $353,000,  respectively, were related to increases
in the average prices of oil and gas sold. These increases were partially offset
by decreases of (i) $85,000 and $225,000, respectively,  related to decreases in
volumes  of oil and gas  sold  and  (ii)  $142,000  related  to an  increase  in
production expenses.

      Volumes of oil and gas sold decreased 2,141 barrels and 38,985 Mcf in 2005
as compared to 2004.  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 and early  2005 in order to  perform  a  workover.  The
decrease  in volumes of gas sold was  primarily  due to (i) normal  declines  in
production,  (ii) a positive  prior  period  volume  adjustment  included in the
receipt of first  revenues on one  significant  well during 2004,  and (iii) the
shutting-in  of two  significant  wells  during  early  2005 in order to perform
workovers.



                                      -54-
<PAGE>




      The  increase in  production  expenses was  primarily  due to (i) workover
expenses,  (ii) an increase in production  taxes associated with the increase in
oil and gas sales,  and (iii) a positive prior period  production tax adjustment
made by the operator on one significant well during 2005.

      Average  oil and gas prices  increased  to $54.48 per barrel and $7.62 per
Mcf in 2005 from $39.91 per barrel and $5.76 per Mcf in 2004.

      Depletion  of Net Profits  Interests  increased  $3,000  (4.3%) in 2005 as
compared to 2004.  Of this  increase  (i) $31,000  was due to the  depletion  of
additional  Net  Profits  Interests  as a result of the upward  revision  in the
estimate of the asset  retirement  obligations,  of which $20,000 was related to
previously  fully depleted wells,  and (ii) $4,000 was due to accretion of these
additional asset retirement  obligations.  These increases were partially offset
by (i)  the  abandonment  of one  significant  well  during  2004  following  an
unsuccessful  recompletion  attempt and (ii) the decreases in volumes of oil and
gas sold. As a percentage of Net Profits, this expense decreased to 4.6% in 2005
from 4.8% in 2004.

      General and  administrative  expenses  increased  $7,000 (4.2%) in 2005 as
compared to 2004. As a percentage of Net Profits,  these  expenses  decreased to
9.6% in 2005 from 9.9% in 2004.

      As further discussed in Notes 6 and 7 to the combined financial statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's  properties in the liquidation process. The Partnership
will have lower  future oil and gas sales and lower future  production  expenses
due to the sale of these properties.



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

                     Year Ended December 31, 2006 Compared
                        to Year Ended December 31, 2005
                     -------------------------------------

      The  following  discussion  contains  amounts for the year 2005 which have
been restated to reflect the Partnership's  assets held for sale as discontinued
operations.  See Note 6 to the combined financial  statements indexed in Item 15
hereof for more information about these discontinued operations.

      Total Net Profits increased  $261,000 (16.8%) in 2006 as compared to 2005.
Of this increase (i) $81,000 and $413,000,



                                      -55-
<PAGE>



respectively,  were related to increases in volumes of oil and gas sold and (ii)
$56,000  was related to an  increase  in the  average  price of oil sold.  These
increases  were  partially  offset by  decreases  of (i)  $194,000  related to a
decrease  in the  average  price  of gas sold and  (ii)  $95,000  related  to an
increase in production expenses.

      Volumes of oil and gas sold increased 1,498 barrels and 58,634 Mcf in 2006
as compared to 2005.  The increase in volumes of oil sold was  primarily  due to
(i) the  successful  completion of several new wells during mid 2005 through mid
2006 and (ii) an increase in production on two significant wells following their
successful  recompletion  during  early  and  mid  2006.  These  increases  were
partially  offset by (i) normal  declines in production  and (ii) positive prior
period volume adjustments made by the operator on several wells during 2005. The
increase  in  volumes  of gas  sold  was  primarily  due to (i)  the  successful
completion  of several new wells during mid 2005 through late 2006,  (ii) upward
revisions in the  estimates of remaining  gas reserves on one  significant  well
which reduced the  Partnership's  overproduced  in excess of estimated  ultimate
reserves position,  thereby  decreasing its gas imbalance  payable,  and (iii) a
negative  prior period volume  adjustment on one  significant  well during 2005.
These increases were partially offset by normal declines in production.

      The increase in  production  expenses was primarily due to (i) an increase
in workover expenses, (ii) a $31,000 decrease in lease operating expenses during
2005 resulting from a decrease in the  Partnership's  gas balancing  position on
several wells,  and (iii) an increase in production  taxes  associated  with the
increase in oil and gas sales. As of the date of this Annual Report,  management
anticipates  workover costs remaining at or increasing  above 2006 levels due to
the increased cost to perform a workover and the age of the wellbores.

      Average oil prices  increased to $63.53 per barrel in 2006 from $54.13 per
barrel in 2005. Average gas prices decreased to $6.41 per Mcf in 2006 from $7.05
per Mcf in 2005.

      Depletion of Net Profits Interests  increased $149,000 (140.4%) in 2006 as
compared  to  2005.  This  increase  was  primarily  due to (i) an  increase  in
depletable Net Profits  Interests  during 2006 primarily due to the recompletion
of several  wells and (ii) the  increases in volumes of oil and gas sold.  These
increases  were partially  offset by several wells being fully  depleted  during
2005 due to their lack of remaining  reserves.  As a percentage  of Net Profits,
this expense increased to 14.1% in 2006 from 6.8% in 2005,  primarily due to the
dollar increase in depletion of Net Profits Interests.

      The Partnership  recognized a non-cash charge against  earnings of $57,000
during  2006.  This charge was related to the decline in oil and gas prices used
to determine recoverability of



                                      -56-
<PAGE>



oil and gas reserves at September 30, 2006.  No such charge was incurred  during
2005.

      General and  administrative  expenses  decreased  $3,000 (1.7%) in 2006 as
compared to 2005. As a percentage of Net Profits,  these  expenses  decreased to
8.6% in 2006 from 10.3% in 2005, primarily due to the increase in Net Profits.

      As further discussed in Notes 6 and 7 to the combined financial statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's  properties in the liquidation process. The Partnership
will have lower  future oil and gas sales and lower future  production  expenses
due to the sale of these properties.

      Cumulative cash distributions to the Limited Partners through December 31,
2006 were $15,241,759 or 128.68% of Limited Partners' capital contributions.


                     Year Ended December 31, 2005 Compared
                        to Year Ended December 31, 2004
                    --------------------------------------

      The  following  discussion  contains  amounts  for the years 2005 and 2004
which have been  restated to reflect the  Partnership's  assets held for sale as
discontinued operations. See Note 6 to the combined financial statements indexed
in Item 15 hereof for more information about these discontinued operations.

      Total Net Profits increased  $340,000 (28.1%) in 2005 as compared to 2004.
Of this increase $65,000 and $483,000,  respectively,  were related to increases
in the average prices of oil and gas sold. These increases were partially offset
by decreases  of (i)  $156,000  related to a decrease in volumes of gas sold and
(ii) $60,000 related to an increase in production expenses.

      Volumes  of oil sold  increased  226  barrels,  while  volumes of gas sold
decreased 30,774 Mcf in 2005 as compared to 2004. The increase in volumes of oil
sold was  primarily  due to (i) the  successful  completion of several new wells
during  mid  2004  through  mid  2005  and (ii)  positive  prior  period  volume
adjustments  made by the operator on several wells during 2005.  These increases
were partially offset by normal declines in production.  The decrease in volumes
of gas sold was  primarily  due to (i) normal  declines  in  production,  (ii) a
negative prior period volume adjustment on one significant well during 2005, and
(iii) a substantial  decline in production  during 2005 on one significant  well
following  a  workover  of that  well.  The well with a  substantial  decline in
production is not expected to



                                      -57-
<PAGE>



return  to its  previously  high  levels of  production.  These  decreases  were
partially  offset by the  successful  completion of several new wells during mid
2004 through early 2005.

      The increase in  production  expenses was primarily due to (i) an increase
in workover  expenses and (ii) an increase in production  taxes  associated with
the increase in oil and gas sales.

      Average  oil and gas prices  increased  to $54.13 per barrel and $7.05 per
Mcf in 2005 from $39.63 per barrel and $5.09 per Mcf in 2004.

      Depletion of Net Profits  Interests  increased  $12,000 (12.9%) in 2005 as
compared to 2004.  Of this  increase  (i) $23,000  was due to the  depletion  of
additional  Net  Profits  Interests  as a result of the upward  revision  in the
estimate of the asset  retirement  obligations,  of which $16,000 was related to
previously  fully depleted wells,  and (ii) $3,000 was due to accretion of these
additional  asset  retirement  obligations.  This  increase  was  also due to an
increase in depletable  Net Profits  Interests  during 2005 primarily due to the
drilling of two  developmental  wells.  These increases were partially offset by
(i) the decrease in volumes of gas sold, (ii) one  significant  well being fully
depleted  during 2004 due to its lack of  remaining  reserves,  and (iii) upward
revisions in the estimates of remaining oil and gas reserves  since December 31,
2004.  As a percentage  of Net Profits,  this expense  decreased to 6.8% in 2005
from 7.8% in 2004,  primarily due to the increases in the average  prices of oil
and gas sold.

      General and  administrative  expenses  increased  $7,000 (4.5%) in 2005 as
compared to 2004. As a percentage of Net Profits,  these  expenses  decreased to
10.3% in 2005 from 12.6% in 2004, primarily due to the increase in Net Profits.

      As further discussed in Notes 6 and 7 to the combined financial statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's  properties in the liquidation process. The Partnership
will have lower  future oil and gas sales and lower future  production  expenses
due to the sale of these properties.





                                      -58-
<PAGE>




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

                     Year Ended December 31, 2006 Compared
                        to Year Ended December 31, 2005
                     -------------------------------------

      The  following  discussion  contains  amounts for the year 2005 which have
been restated to reflect the Partnership's  assets held for sale as discontinued
operations.  See Note 6 to the combined financial  statements indexed in Item 15
hereof for more information about these discontinued operations.

      Total Net Profits remained relatively constant in 2006 and 2005. Decreases
of (i) $450,000  related to a decrease in the average price of gas sold and (ii)
$50,000 related to an increase in production expenses were substantially  offset
by increases of (i) $38,000 and $363,000, respectively,  related to increases in
volumes  of oil and gas sold and (ii)  $90,000  related  to an  increase  in the
average price of oil sold.

      Volumes of oil and gas sold  increased  720 barrels and 52,032 Mcf in 2006
as compared to 2005.  The increase in volumes of oil sold was  primarily  due to
(i) the  successful  completion of several new wells during mid 2005 through mid
2006 and (ii) an increase in production on two significant wells following their
successful  recompletion  during  early  and  mid  2006.  These  increases  were
partially  offset by normal  declines in production.  The increase in volumes of
gas sold was  primarily due (i) the  successful  completion of several new wells
during mid 2005 through  late 2006,  (ii) upward  revisions in the  estimates of
remaining gas reserves on one significant  well which reduced the  Partnership's
overproduced  in  excess  of  estimated  ultimate  reserves  position,   thereby
decreasing its gas imbalance payable, and (iii) an increase in production on one
significant  well following its  successful  workover  during early 2006.  These
increases were partially offset by normal declines in production.

      The increase in  production  expenses was primarily due to (i) an increase
in workover  expenses and (ii) a $43,000  decrease in lease  operating  expenses
during  2005  resulting  from a  decrease  in the  Partnership's  gas  balancing
position  on several  wells.  As of the date of this Annual  Report,  management
anticipates  workover costs remaining at or increasing  above 2006 levels due to
the  increased  cost to perform a workover and the age of the  wellbores.  These
increases  were  partially  offset by the receipt of a $51,000  lease  operating
expense credit resulting from a class action  settlement on one significant unit
during 2006.

      Average oil prices  increased to $61.49 per barrel in 2006 from $53.62 per
barrel in 2005. Average gas prices decreased to $5.98 per Mcf in 2006 from $6.98
per Mcf in 2005.



                                      -59-
<PAGE>



      Depletion of Net Profits  Interests  increased  $63,000 (22.2%) in 2006 as
compared  to  2005.  This  increase  was  primarily  due to (i) an  increase  in
depletable Net Profits  Interests  during 2006 primarily due to the recompletion
of several  wells and (ii) the  increases in volumes of oil and gas sold.  These
increases were partially offset by (i) several wells being fully depleted during
2005 due to their lack of  remaining  reserves  and (ii) two  significant  wells
being  substantially  depleted  during  2005  due to  their  lack  of  remaining
reserves.  As a percentage of Net Profits,  this expense  increased to 13.7 % in
2006 from 11.2% in 2005,  primarily  due to the dollar  increase in depletion of
Net Profits Interests.

      The Partnership  recognized a non-cash charge against  earnings of $20,000
during  2006.  This charge was related to the decline in oil and gas prices used
to determine  recoverability  of oil and gas reserves at September  30, 2006. No
such charge was incurred during 2005.

      General and  administrative  expenses  decreased  $3,000 (1.5%) in 2006 as
compared to 2005. As a percentage of Net Profits,  these  expenses  decreased to
7.2% in 2006 from 7.3% in 2005.

      As further discussed in Notes 6 and 7 to the combined financial statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's  properties in the liquidation process. The Partnership
will have lower  future oil and gas sales and lower future  production  expenses
due to the sale of these properties.

      The Limited Partners have received cash distributions through December 31,
2006 totaling $22,865,248 or 159.85% of Limited Partners' capital contributions.


                     Year Ended December 31, 2005 Compared
                        to Year Ended December 31, 2004
                    --------------------------------------

      The  following  discussion  contains  amounts  for the years 2005 and 2004
which have been  restated to reflect the  Partnership's  assets held for sale as
discontinued operations. See Note 6 to the combined financial statements indexed
in Item 15 hereof for more information about these discontinued operations.

      Total Net Profits increased  $721,000 (39.7%) in 2005 as compared to 2004.
Of this  increase  (i)  $108,000  and  $647,000,  respectively,  were related to
increases  in the  average  prices  of oil and gas sold and  (ii)  $134,000  was
related to an increase in volumes of oil sold.  These  increases  were partially
offset by a



                                      -60-
<PAGE>



decrease of $139,000 related to a decrease in volumes of gas sold.

      Volumes of oil sold  increased  3,077  barrels,  while volumes of gas sold
decreased 26,040 Mcf in 2005 as compared to 2004. The increase 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 and  (ii) the  successful
completion  of several  new wells  during  early to mid 2005.  The  decrease  in
volumes of gas sold was primarily due to (i) normal declines in production, (ii)
a  substantial  decline  in  production  during  2005  on one  significant  well
following  a workover of that well,  and (iii) a negative  prior  period  volume
adjustment  on one  significant  well during 2005.  The well with a  substantial
decline  in  production  is not  expected  to return to its  previous  levels of
production. These decreases were partially offset by (i) a negative prior period
volume  adjustment made by the operator on another  significant well during 2004
and (ii) the successful completion of several wells during 2004 and early 2005.

      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)
an increase in workover expenses. These increases were partially offset by (i) a
prior period  production tax adjustment on one significant  unit during 2004 and
(ii)  the  abandonment  of one  significant  well  during  2004  due  to  severe
mechanical problems.

      Average  oil and gas prices  increased  to $53.62 per barrel and $6.98 per
Mcf in 2005 from $43.47 per barrel and $5.35 per Mcf in 2004.

      Depletion of Net Profits Interests  increased $163,000 (135.8%) in 2005 as
compared to 2004.  Of this  increase  (i) $74,000  was due to the  depletion  of
additional  Net  Profits  Interests  as a result of the upward  revision  in the
estimate of the asset  retirement  obligations,  of which $53,000 was related to
previously  fully  depleted  wells,  (ii) $9,000 was due to  accretion  of these
additional asset retirement  obligations,  and (iii) two significant wells being
substantially  depleted  during  2005 due to their lack of  remaining  reserves.
These  increases  were  partially  offset by one  significant  well being  fully
depleted during 2004 due to its lack of remaining  reserves.  As a percentage of
Net  Profits,  this  expense  increased  to  11.2%  in 2005  from  6.6% in 2004,
primarily due to the dollar increase in depletion of Net Profits Interests.

      General and  administrative  expenses  increased  $7,000 (3.7%) in 2005 as
compared to 2004. As a percentage of Net Profits,  these  expenses  decreased to
7.3% in 2005 from 9.9% in 2004, primarily due to the increase in Net Profits.



                                      -61-
<PAGE>



      As further discussed in Notes 6 and 7 to the combined financial statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's  properties in the liquidation process. The Partnership
will have lower  future oil and gas sales and lower future  production  expenses
due to the sale of these properties.


      Average Proceeds and Units of Production

      The  following  tables  are  comparisons  of  the  annual  barrel  of  oil
equivalent  ("boe")  (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 boe  attributable  to the  Partnerships'  Net Profits for the years
ended December 31, 2006, 2005, and 2004.

                             2006 Compared to 2005
                             ---------------------

                                                     Average Proceeds per
                          BOE                                BOE
              -----------------------------       --------------------------
   P/ship      2006     2005(1)    % Change        2006    2005(1)  % Change
   ------     ------    -------    --------       ------   -------  --------

    P-1       23,492     23,709       ( 1%)       $27.95    $35.33    (21%)
    P-3       39,183     40,010       ( 2%)        29.02     35.50    (18%)
    P-4       43,500     46,943       ( 7%)        35.96     37.36    ( 4%)
    P-5       56,761     45,491        25%         31.96     34.13    ( 6%)
    P-6       86,471     77,079        12%         29.27     32.95    (11%)


                             2005 Compared to 2004
                             ---------------------

                                                     Average Proceeds per
                           BOE                                BOE
              -----------------------------       --------------------------
   P/ship     2005(1)    2004(1)   % Change       2005(1)  2004(1)  % Change
   ------     -------    -------   --------       -------  -------  --------

    P-1       23,709      27,731      (15%)       $35.33    $23.92     48%
    P-3       40,010      46,554      (14%)        35.50     24.39     46%
    P-4       46,943      55,582      (16%)        37.36     29.34     27%
    P-5       45,491      50,394      (10%)        34.13     24.06     42%
    P-6       77,079      78,342      ( 2%)        32.95     23.21     42%



                                      -62-
<PAGE>



------------
(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued  operations.  See Item 7 for more  information  about
      these discontinued operations.


      Liquidity and Capital Resources

      See  discussion  above under the  heading  "Partnership  Termination"  for
information regarding termination of the Partnerships as of December 31, 2007.

      Net  proceeds  from  operations  less  necessary   operating  capital  are
distributed to the Limited  Partners on a quarterly  basis.  See "Item 5. Market
for Units,  Related Limited Partner Matters, and Issuer Purchases of Units." The
net proceeds from the Net Profits  Interests  are  generally  not  reinvested in
productive  assets.  Assuming  2006  production  levels  for future  years,  the
Partnerships'  proved  reserve  quantities  at December  31, 2006 would have the
following remaining lives:

                  Discontinued Operations   Continuing Operations
                  -----------------------   ---------------------
   Partnership    Gas-Years     Oil-Years   Gas-Years   Oil-Years
   -----------    ---------     ---------   ---------   ---------

      P-1            5.3            8.5        8.1         6.3
      P-3            5.3            8.5        8.5         9.5
      P-4            2.9           12.4        8.4         3.1
      P-5            2.8           11.6        7.1         6.5
      P-6            2.6           15.7        7.1        10.3

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 increase or decrease from the high oil and gas prices at December
31,  2006 may  cause an  increase  or  decrease  in the  estimated  life of said
reserves.  As discussed above,  the Partnerships  will terminate on December 31,
2007.

      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.

      Expenditures by the Affiliated Programs for new wells, well recompletions,
or workovers,  however,  may reduce or eliminate cash available for a particular
quarterly  cash  distribution.  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, 2006, 2005,



                                      -63-
<PAGE>



and 2004. 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      2006        2005         2004
               -----------    --------    --------     -------

                  P-1         $ 72,683    $ 15,825     $25,183
                  P-3           89,696      19,244      80,861
                  P-4             -          7,805      36,380
                  P-5          371,520      79,369      75,826
                  P-6          432,269     213,430      26,625

      During 2006,  capital  expenditures  affecting the P-5  Partnership's  Net
Profits Interests totaled  approximately  $372,000.  These costs were indirectly
incurred primarily as a result of recompletion activities on the Sugg AA 3067 #1
and Sugg AA 3 #1 wells located in Irion County, Texas, and the Loving 1 State #1
and Loving 1 State #2 wells located in Eddy County, New Mexico.

      During 2006,  capital  expenditures  affecting the P-6  Partnership's  Net
Profits  Interests  totaled  $432,000.  These  costs  were  indirectly  incurred
primarily as a result of recompletion activities on the Sugg AA 3067 #1, Sugg AA
3 #1,  Loving 1 State  #1,  Loving 1 State #2  wells  referenced  above  and the
Henderson  Stovall GU #2 well  located in Wharton  County,  Texas.  During 2005,
capital  expenditures  affecting  the P-6  Partnership's  Net Profits  Interests
totaled $213,000.  These costs were indirectly incurred primarily as a result of
recompletion  activities  on (i) the  Henderson  Stovall  GU #2 well  located in
Wharton  County,  Texas and (ii) the Berniece 1 well located in Grayson  County,
Texas.  The  Henderson  Stovall  GU #2  well  is  included  in the  discontinued
operations and is  anticipated to be sold in the next twelve months.  The reader
should refer to Note 6 to the combined financial  statements  included in Item 8
of this Annual Report for additional information regarding this matter.

      Other capital expenditures incurred by the Partnerships during 2006, 2005,
and 2004 were not material to the Partnerships' cash flows.

      The Partnerships  sold certain Net Profits Interests during 2006 and 2004.
No such sales occurred during 2005. 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 2006, 2005, and 2004, were as follows:



                                      -64-
<PAGE>




      Partnership            2006            2005             2004
      -----------         ----------         ----           -------

          P-1             $3,607,523         $ -            $16,707
          P-3              4,678,725           -             21,366
          P-4                240,230           -                434
          P-5                  6,297           -               -
          P-6                  2,162           -               -

      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 and sale of oil and gas properties, 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.

      If the  Partnerships  were to continue past December 31, 2007, the General
Partner would expect the Partnerships'  general and  administrative  expenses to
increase due to costs required to comply with Section 404 of the  Sarbanes-Oxley
Act  of  2002.  Such  anticipated  increase  would  reduce  cash  available  for
distributions.  Due to the Partnerships' termination on December 31, 2007, these
expenses will not occur; however, the Partnerships will incur increased expenses
as part of their  liquidation  (e.g.  auction  fees,  legal and  title  expenses
associated with property sales, etc.).


      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.




                                      -65-
<PAGE>



      Critical Accounting Policies

      The  Partnerships  follow the successful  efforts method of accounting for
their  Net  Profits   Interests.   Under  the  successful  efforts  method,  the
Partnerships  capitalize all acquisition  costs.  Such acquisition costs include
costs  incurred  by the  Partnerships  or the  General  Partner to acquire a Net
Profits  Interest,  including  related  title  insurance or  examination  costs,
commissions,  engineering, legal and accounting fees, and similar costs directly
related to the acquisitions  plus an allocated  portion of the General Partner's
property  screening  costs.  The net acquisition cost to the Partnerships of the
Net Profits Interests in properties  acquired by the General Partner consists of
the  cost of  acquiring  the  underlying  properties  adjusted  for the net cash
results  of  operations,   including  any  interest   incurred  to  finance  the
acquisition,  for the  period  of time the  properties  are held by the  General
Partner.

      Depletion  of the  cost  of  Net  Profits  Interests  is  computed  on the
units-of-production  method.  The Partnerships'  calculation of depletion of its
Net Profits Interests  includes  estimated  dismantlement and abandonment costs,
net of estimated  salvage values  related to the underlying  properties in which
the Partnership has a Net Profits Interest.

      The  Partnerships  evaluate the  recoverability  of the carrying  costs of
their Net Profits  Interests in proved oil and gas  properties  for each oil and
gas well.  If the  unamortized  costs,  net of salvage  value,  of a Net Profits
Interest  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.  In the third quarter of 2006, natural gas prices declined
significantly. Consequently, the Partnerships incurred impairments utilizing the
natural gas spot prices that existed on  September  30,  2006.  The  impairments
related  to  continuing  operations  recognized  in the  third  quarter  totaled
approximately  $17,000,  $25,000,  $3,000, $57,000 and $20,000 for the P-1, P-3,
P-4, P-5, and P-6 Partnerships,  respectively.  Once incurred,  an impairment of
oil and natural gas properties is not reversible.

      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



                                      -66-
<PAGE>



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.


      Asset Retirement Obligation

      The Partnerships' wells must be properly plugged and abandoned after their
oil and gas  reserves  are  exhausted.  The  Partnerships  follow  FAS No.  143,
"Accounting  for Asset  Retirement  Obligations"  in  accounting  for the future
expenditures that will be necessary to plug and abandon these wells. FAS No. 143
requires the estimated plugging and abandonment  obligations to be recognized in
the  period  in which  they are  incurred  (i.e.  when  the well is  drilled  or
acquired)  if a  reasonable  estimate  of  fair  value  can  be  made  and to be
capitalized as part of the carrying amount of the well.


      New Accounting Pronouncement

      In September 2006, the FASB issued FAS No. 157, "Fair Value  Measurements"
(FAS No. 157). FAS No. 157 establishes a common  definition for fair value to be
applied to US GAAP guidance requiring use of fair value, establishes a framework
for  measuring  fair value,  and expands  the  disclosure  about such fair value
measurements. FAS No. 157 is effective for fiscal years beginning after November
5, 2007. The Partnerships  are currently  assessing the impact of FAS No. 157 on
their results of operations, financial condition and cash flows.


      Inflation and Changing Prices

      Prices obtained for oil and gas production  depend upon numerous  factors,
including the extent of domestic and foreign production, foreign imports of oil,
market  demand,  domestic  and  foreign  economic  conditions  in  general,  and
governmental  regulations  and tax laws.  Inflationary  pressure on drilling and
operating  costs have impacted the operating and drilling  costs incurred by the
Partnerships.  This  pressure is  expected  to continue to the extent  commodity
prices remain at their current levels. 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."



                                      -67-
<PAGE>




ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      The  value  of  net  assets  in   liquidation  of  the   Partnerships   is
substantially  dependent  on prices of crude oil,  natural  gas, and natural gas
liquids.  Declines in commodity  prices will adversely affect the amount of cash
that  will be  received  from  the  sale of oil and gas and from the sale of the
Partnerships' oil and gas properties in liquidation,  and thus ultimately affect
the amount of cash that will be available for distribution to the partners.  The
following  table presents the estimated  change in value presuming a decrease of
10% in forecasted natural gas and crude oil prices. These estimated decreases in
liquidation  values  are  in  comparison  to  the  estimated  liquidation  value
calculated  using strip  pricing for the  unaudited  pro-forma  balance sheet at
December  31, 2006  presented  in Note 7 to the  combined  financial  statements
indexed in Item 15 hereof.

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

           P-1            $106,000          $602,000        $  708,000
           P-3             103,000           926,000         1,029,000
           P-4              53,000           474,000           527,000
           P-5              47,000           423,000           470,000
           P-6             107,000           964,000         1,071,000



ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The financial  statements  and  supplementary  data are indexed in Item 15
hereof.  Such  financial  statements  and  supplementary  data are  audited  and
presented on a going concern basis. Since termination of the Partnerships is now
imminent,  the General Partner has prepared unaudited pro forma combined balance
sheets which are presented on a liquidation basis.  These unaudited  liquidation
basis combined balance sheets are included in Note 7 to the financial statements
indexed in Item 15 hereof.



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

      None.



                                      -68-
<PAGE>



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.  This
evaluation did not result in any changes in the  Partnerships'  internal control
over financial reporting that materially affected,  or were reasonably likely to
materially affect, the Partnerships' internal control over financial reporting.



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 2006 but which was not so
reported.



                                   PART III.

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER, AND
            CORPORATE GOVERNANCE

      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          55      President and Director

      Judy K. Fox              56      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.



                                      -69-
<PAGE>



      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 2006 of reports required under Section 16 of the Securities  Exchange Act
of 1934.


      Audit Committee Financial Expert

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


      Compensation Committee Interlocks and Insider Participation

      As described above and in "Item 11.  Executive  Compensation"  below,  the
Partnerships  have no directors or executive  officers.  The General  Partner is
compensated by way of  reimbursement  of actual general and  administrative  and
operating   costs  incurred  and   attributable   to  the   Partnerships.   Such
reimbursements  are  governed  by the  terms  of the  Partnerships'  partnership
agreements.  No directors or executive  officers of the General  Partner receive
compensation  directly from the Partnerships.  Accordingly,  the Partnerships do
not maintain a compensation committee.



                                      -70-
<PAGE>



      Compensation Committee Report

      As described above, the Partnerships do not have a compensation  committee
or any board  performing  equivalent  functions.  The board of  directors of the
General Partner has not reviewed and discussed the  Compensation  Discussion and
Analysis with  management of the General  Partner and does not believe that such
Compensation  Discussion and Analysis  should be included in this Annual Report.
The board of directors of the General Partner consists of Mr. Dennis R. Neill.


      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  2006,  2005,  and 2004,  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.



                                      -71-
<PAGE>




            Partnership         2006          2005         2004
            -----------       --------      --------     --------
                P-1           $113,760      $113,760     $113,760
                P-3            178,560       178,560      178,560
                P-4            132,960       132,960      132,960
                P-5            124,680       124,680      124,680
                P-6            150,564       150,564      150,564

      None  of  the  officers  or  directors  of  the  General  Partner  receive
compensation  directly from the  Partnerships.  The  Partnerships  reimburse the
General  Partner  or its  affiliates  for that  portion  of such  officers'  and
directors'   salaries  and  expenses   attributable  to  time  devoted  by  such
individuals  to the  Partnerships'  activities  based on the  allocation  method
described above. The following tables indicate the approximate amount of general
and  administrative  expense  reimbursement  attributable to the salaries of the
directors,  officers,  and employees of the General  Partner and its  affiliates
during 2006, 2005, and 2004:





                  [Remainder of Page Intentionally Left Blank]








                                      -72-
<PAGE>

<TABLE>



                                                  Salary Reimbursements

                                                     P-1 Partnership
                                                     ---------------
                                            Three Years Ended December 31, 2006
<CAPTION>

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

                       <c>    <c>           <c>         <c>          <c>           <c>          <c>         <c>
Dennis R. Neill,
President(1)(2)           2004      -          -           -            -             -            -           -
                          2005      -          -           -            -             -            -           -
                          2006      -          -           -            -             -            -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)             2004   $66,157       -           -            -             -            -           -
                          2005   $67,887       -           -            -             -            -           -
                          2006   $69,729       -           -            -             -            -           -

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



                                      -73-
<PAGE>


<TABLE>



                                                  Salary Reimbursements

                                                     P-3 Partnership
                                                     ---------------
                                            Three Years Ended December 31, 2006
<CAPTION>

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

                       <c>      <c>            <c>         <c>          <c>          <c>          <c>       <c>
Dennis R. Neill,
President(1)(2)           2004         -          -           -            -            -            -         -
                          2005         -          -           -            -            -            -         -
                          2006         -          -           -            -            -            -         -

All Executive
Officers,
Directors,
and Employees
as a group(2)             2004     $103,842       -           -            -            -            -         -
                          2005     $106,557       -           -            -            -            -         -
                          2006     $109,448       -           -            -            -            -         -
---------
(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>



                                      -74-
<PAGE>


<TABLE>



                                                  Salary Reimbursements

                                                     P-4 Partnership
                                                     ---------------
                                            Three Years Ended December 31, 2006
<CAPTION>

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

                       <c>      <c>           <c>        <c>          <c>           <c>           <c>       <c>
Dennis R. Neill,
President(1)(2)           2004        -          -          -            -             -             -         -
                          2005        -          -          -            -             -             -         -
                          2006        -          -          -            -             -             -         -

All Executive
Officers,
Directors,
and Employees
as a group(2)             2004     $77,323       -          -            -             -             -         -
                          2005     $79,345       -          -            -             -             -         -
                          2006     $81,497       -          -            -             -             -         -
----------
(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>




                                      -75-
<PAGE>

<TABLE>


                                                  Salary Reimbursements

                                                     P-5 Partnership
                                                     ---------------
                                             Three Years Ended December 31, 2006
<CAPTION>

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

                       <c>      <c>            <c>       <c>          <c>           <c>           <c>       <c>
Dennis R. Neill,
President(1)(2)           2004        -           -         -            -             -             -         -
                          2005        -           -         -            -             -             -         -
                          2006        -           -         -            -             -             -         -

All Executive
Officers,
Directors,
and Employees
as a group(2)             2004     $72,508        -         -            -             -             -         -
                          2005     $74,404        -         -            -             -             -         -
                          2006     $76,422        -         -            -             -             -         -
----------
(1)   The  general and  administrative  expenses paid by the P-5 Partnership and
      attributable  to salary  reimbursements do not include any salary to 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>



                                      -76-
<PAGE>


<TABLE>

                                                  Salary Reimbursements

                                                     P-6 Partnership
                                                     ---------------
                                            Three Years Ended December 31, 2006
<CAPTION>

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

                       <c>      <c>            <c>         <c>          <c>          <c>         <c>        <c>
Dennis R. Neill,
President(1)(2)           2004        -           -           -            -            -           -          -
                          2005        -           -           -            -            -           -          -
                          2006        -           -           -            -            -           -          -

All Executive
Officers,
Directors,
and Employees
as a group(2)             2004     $87,560        -           -            -            -           -          -
                          2005     $89,851        -           -            -            -           -          -
                          2006     $92,288        -           -            -            -           -          -
----------
(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>




                                      -77-
<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 burdened the  Partnerships' Net Profits Interests during the
year ended December 31, 2006 is approximately $8,000, $29,000,  $8,000, $39,000,
and $124,000, respectively, for the P-1, P-3, P-4, P-5 and P-6 Partnerships.

      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                               34,423 (31.9%)

   All affiliates, directors, and officers of
      the General Partner as a group and the
      General Partner (4 persons)                         34,423 (31.9%)




                                      -78-
<PAGE>




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

   Samson Resources Company                               73,379 (43.3%)

   All affiliates, directors, and officers
      of the General Partner as a group and
      the General Partner (4 persons)                     73,379 (43.3%)


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

   Samson Resources Company                               37,572 (29.7%)

   All affiliates, directors, and officers
      of the General Partner as a group and
      the General Partner (4 persons)                     37,572 (29.7%)


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

   Samson Resources Company                               32,565 (27.5%)

   All affiliates, directors, and officers
      of the General Partner as a group and
      the General Partner (4 persons)                     32,565 (27.5%)


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

   Samson Resources Company                               23,192 (16.2%)

   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)                     23,192 (16.2%)



ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
            DIRECTOR INDEPENDENCE

      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



                                      -79-
<PAGE>



interest.  An affiliate of the Partnerships owns some of the Partnerships' Units
and  therefore  has an identity of interest  with other  Limited  Partners  with
respect to the operations of the Partnerships.

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

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

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



                                      -80-
<PAGE>




      The  Partnerships  will  terminate as of December 31, 2007. As part of the
liquidation  and  winding-up  process the General  Partner  will  liquidate  the
Partnerships'  properties by offering  them to all  interested  parties  through
normal oil and gas property auction processes as well as appropriate  negotiated
transactions.  It is  possible  that  the  General  Partner  will  package  some
properties  which have value  with  properties  that have no or low value or are
burdened with actual or potential  liabilities.  The General  Partner intends to
sell all such  property  packages  and any  associated  or  otherwise  remaining
Partnership  assets and  liabilities  to the highest  bidder at  auction.  It is
possible that  affiliates of the General  Partner may  participate in any public
auction of these properties and may be the successful high bidder on some or all
of the properties.



ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

      Audit Fees

      During 2006 and 2005, each Partnership paid the following audit fees:
                                                  2006        2005
                                                -------     -------

      Year-end audit per engagement letter      $26,418     $23,716
      1st quarter 10-Q review                     1,020         925
      2nd quarter 10-Q review                     1,020         917
      3rd quarter 10-Q review                     1,020         917
      8-K reviews(1)                              4,525        -

      --------------
      (1) These fees were incurred by only the P-1 and P-3 Partnerships.


      Audit-Related Fees

      During 2006 and 2005 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 2006 and 2005 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.




                                      -81-
<PAGE>



      All Other Fees

      During  2006 and 2005 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'  independent  registered  public  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 impairs the independent registered public accountants' 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
            and Geodyne NPI Partnership P-1 Geodyne Institutional/Pension Energy
            Income  Limited  Partnership  P-3 and  Geodyne NPI  Partnership  P-3
            Geodyne  Institutional/Pension Energy Income Limited Partnership P-4
            and Geodyne NPI Partnership P-4 Geodyne Institutional/Pension Energy
            Income  Limited  Partnership  P-5 and  Geodyne NPI  Partnership  P-5
            Geodyne  Institutional/Pension Energy Income Limited Partnership P-6
            and Geodyne NPI Partnership P-6

            as of December  31, 2006 and 2005 and for each of the three years in
            the period ended December 31, 2006 are filed as part of this report:



                                      -82-
<PAGE>



            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.

 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,



                                      -83-
<PAGE>



         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     Fifth   Amendment  to  Amended  and   Restated   Agreement  of  Limited
         Partnership  dated  October 27,  2005,  for the Geodyne  Institutional/
         Pension Energy Income P-1 Limited  Partnership  filed as Exhibit 4.8 to
         Registrant's Annual Report on Form 10-K for the year ended December 31,
         2005,  filed with the SEC on March 29, 2006 and is hereby  incorporated
         by reference.

 4.9     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.

 4.10    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.

 4.11    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.

 4.12    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



                                      -84-
<PAGE>



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

 4.13    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.

 4.14    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.

 4.15    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.

 4.16    Fifth   Amendment  to  Amended  and   Restated   Agreement  of  Limited
         Partnership  dated  October 27,  2005,  for the Geodyne  Institutional/
         Pension Energy Income P-3 Limited  Partnership filed as Exhibit 4.16 to
         Registrant's Annual Report on Form 10-K for the year ended December 31,
         2005,  filed with the SEC on March 29, 2006 and is hereby  incorporated
         by reference.

 4.17    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.

 4.18    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.

 4.19    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



                                      -85-
<PAGE>



         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.

 4.20    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.

 4.21    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.

 4.22    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.

 4.23    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.

 4.24    Fifth   Amendment  to  Amended  and   Restated   Agreement  of  Limited
         Partnership  dated  October 27,  2005,  for the Geodyne  Institutional/
         Pension Energy Income P-41 Limited Partnership filed as Exhibit 4.24 to
         Registrant's Annual Report on Form 10-K for the year ended December 31,
         2005,  filed with the SEC on March 29, 2006 and is hereby  incorporated
         by reference.

 4.25    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.

 4.26    Amended and Restated  Agreement of Limited  Partnership  dated February
         26, 1990 for the Geodyne  Institutional/Pension  Energy Income  Limited
         Partnership P-



                                      -86-
<PAGE>



         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.

 4.27    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.

 4.28    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.

 4.29    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.

 4.30    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.

 4.31    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.

 4.32    Fifth   Amendment  to  Amended  and   Restated   Agreement  of  Limited
         Partnership  dated  October 27,  2005,  for the Geodyne  Institutional/
         Pension Energy Income P-5 Limited  Partnership filed as Exhibit 4.32 to
         Registrant's Annual Report on Form 10-K for the year ended December 31,
         2005,  filed with the SEC on March 29, 2006 and is hereby  incorporated
         by reference.



                                      -87-
<PAGE>



 4.33    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.

 4.34    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.

 4.35    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.

 4.36    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.

 4.37    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.

 4.38    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.

 4.39    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.



                                      -88-
<PAGE>



 4.40    Fifth   Amendment  to  Amended  and   Restated   Agreement  of  Limited
         Partnership  dated  October 27,  2005,  for the Geodyne  Institutional/
         Pension Energy Income P-6 Limited  Partnership filed as Exhibit 4.40 to
         Registrant's Annual Report on Form 10-K for the year ended December 31,
         2005,  filed with the SEC on March 29, 2006 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    Third Amendment to Amended and Restated  Agreement of Partnership dated
         October 27, 2005 for the Geodyne NPI  Partnership  P-1 filed as Exhibit
         10.4 to  Registrant's  Annual  Report on Form  10-K for the year  ended
         December 31,  2005,  filed with the SEC on March 29, 2006 and is hereby
         incorporated by reference.

 10.5    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.

 10.6    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.

 10.7    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



                                      -89-
<PAGE>



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

 10.8    Third  Amendment to Agreement of Partnership  dated October 27, 2005for
         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, 2005,  filed
         with the SEC on March 29, 2006 and is hereby incorporated by reference.

 10.9    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.

 10.10   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.

 10.11   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.

 10.12   Third Amendment to Agreement of Partnership  dated October 27, 2005 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, 2005,  filed
         with the SEC on March 29, 2006 and is hereby incorporated by reference.

 10.13   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.

 10.14   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.

 10.15   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.



                                      -90-
<PAGE>



 10.16   Third Amendment to Agreement of Partnership  dated October 27, 2005 for
         the Geodyne NPI  Partnership P-5 filed as Exhibit 10.16 to Registrant's
         Annual Report on Form 10-K for the year ended December 31, 2005,  filed
         with the SEC on March 29, 2006 and is hereby incorporated by reference.

 10.17   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.

 10.18   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.

 10.19   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.

 10.20   Third Amendment to Agreement of Partnership  dated October 27, 2005 for
         the Geodyne NPI  Partnership P-6 filed as Exhibit 10.20 to Registrant's
         Annual Report on Form 10-K for the year ended December 31, 2005,  filed
         with the SEC on March 29, 2006 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.



                                      -91-
<PAGE>



*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.

*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



                                      -92-
<PAGE>



         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.




                                      -93-
<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
                                    April 16, 2007


                              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            April 16, 2007
      --------------------      Director (Principal
          Dennis R. Neill       Executive Officer)

      //s//Craig D. Loseke      Chief Accounting         April 16, 2007
      --------------------      Officer (Principal
          Craig D. Loseke       Accounting and
                                Financial Officer)

      //S//Judy K. Fox          Secretary                April 16, 2007
      --------------------
          Judy K. Fox


                                      -94-
<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, 2006 and 2005, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2006, 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 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 7 to the combined financial  statements,  on February
5, 2007 the General  Partner  mailed a notice to the limited  partners  that the
Partnership  will  terminate at the end of its current term,  December 31, 2007,
and that in connection with such termination the General Partner would liquidate
all of the Partnership's assets.




PricewaterhouseCoopers LLP





Tulsa, Oklahoma
April 16, 2007




                                      F-1
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
                           GEODYNE NPI PARTNERSHIP P-1
                             Combined Balance Sheets
                           December 31, 2006 and 2005


                                     ASSETS
                                     ------

                                                       2006            2005
                                                   ------------    ------------

CURRENT ASSETS:
   Cash and cash equivalents                        $  496,665      $  595,286
   Accounts receivable:
      Net Profits                                       54,786         320,323
   Assets held for sale (Note 6)                       311,549            -
                                                     ---------       ---------

         Total current assets                       $  863,000      $  915,609

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                       327,000         690,032
                                                     ---------       ---------

                                                    $1,190,000      $1,605,641
                                                     =========       =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                                 ($   19,475)    ($   29,401)
   Limited Partners, issued and
     outstanding, 108,074 Units                      1,209,475       1,635,042
                                                     ---------       ---------

         Total Partners' capital                    $1,190,000      $1,605,641
                                                     =========       =========











                     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, 2006, 2005, and 2004

                                          2006            2005          2004
                                       ----------      ----------    ----------
REVENUES:
   Net Profits                         $  656,577      $  837,617    $  663,400
   Interest income                         18,609           8,941         2,902
   Gain on sale of
      Net Profits Interests                    19             349        17,563
   Other income                            13,571            -            3,474
                                         --------       ---------     ---------
                                       $  688,776      $  846,907    $  687,339

COSTS AND EXPENSES:
   Depletion of
      Net Profits Interests            $   66,642      $   43,933    $   41,781
   Impairment provision                    16,962            -             -
   General and administrative             149,919         148,028       142,133
                                        ---------       ---------     ---------
                                       $  233,523      $  191,961    $  183,914
                                        ---------       ---------     ---------

INCOME FROM CONTINUING
   OPERATIONS                          $  455,253      $  654,946    $  503,425

DISCONTINUED OPERATIONS:
   Income from discontinued
      operations (Note 6)               1,348,728       1,235,452       791,467
   Gain on disposal of
      discontinued operations
      (Note 6)                          3,481,351            -             -
                                        ---------       ---------     ---------
   NET INCOME                          $5,285,332      $1,890,398    $1,294,892
                                        =========       =========     =========

GENERAL PARTNER:
   Net income from continuing
      operations                       $   51,189      $   68,554    $   52,040
   Net income from discontinued
      operations                          484,710         126,746        81,480
                                        ----------      ---------     ---------
   NET INCOME                          $  535,899      $  195,300    $  133,520
                                        =========       =========     =========



                                      F-3
<PAGE>




LIMITED PARTNERS:
   Net income from continuing
      operations                       $  404,064      $  586,392    $  451,385
   Net income from
      discontinued operations           4,345,369       1,108,706       709,987
                                        ---------       ---------     ---------
   NET INCOME                          $4,749,433      $1,695,098    $1,161,372
                                        =========       =========     =========

NET INCOME FROM CONTINUING
   OPERATIONS PER UNIT                 $     3.74      $     5.43    $     4.18
NET INCOME FROM DISCONTINUED
   OPERATIONS PER UNIT                      40.21           10.26          6.57
                                        ---------       ---------     ---------
NET INCOME PER UNIT                    $    43.95      $    15.69    $    10.75
                                        =========       =========     =========
UNITS OUTSTANDING                         108,074         108,074       108,074
                                        =========       =========     =========





                     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 Changes in Partners' Capital (Deficit)
              For the Years Ended December 31, 2006, 2005, and 2004


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

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
   Net income                     1,695,098           195,300         1,890,398
   Cash distributions           ( 1,344,000)        ( 159,855)      ( 1,503,855)
                                  ---------           -------         ---------

Balance, Dec. 31, 2005           $1,635,042         ($ 29,401)       $1,605,641
   Net income                     4,749,433           535,899         5,285,332
   Cash distributions           ( 5,175,000)        ( 525,973)      ( 5,700,973)
                                  ---------           -------         ---------

Balance, Dec. 31, 2006           $1,209,475         ($ 19,475)       $1,190,000
                                  =========           =======         =========





















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





                                      F-5
<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, 2006, 2005, and 2004

                                         2006            2005           2004
                                     ------------    ------------   ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                         $5,285,332      $1,890,398     $1,294,892
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depletion of Net
         Profits Interests                85,516          79,493         67,699
      Impairment provision                17,000            -              -
      Gain on sale of
         Net Profits Interests       (        19)    (       349)   (    17,563)
      Gain on disposal of
         discontinued operations
         (Note 6)                    ( 3,481,351)           -              -
      Settlement of asset
         retirement obligation       (       263)    (       496)          -
      Net change in accounts
         receivable / accounts
         payable - Net Profits           148,160     (   299,785)        54,004
                                       ---------       ---------     ----------

   Net cash provided by
      operating activities            $2,054,375      $1,669,261     $1,399,032
                                       ---------       ---------     ----------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures              ($   59,546)    ($   18,488)   ($   19,298)
   Proceeds from sale of
      oil and gas properties                -               -            16,707
   Proceeds from sale of
      discontinued operations
      (Note 6)                         3,607,523            -              -
                                       ---------       ---------     ----------

   Net cash provided (used) by
      investing activities            $3,547,977     ($   18,488)   ($    2,591)
                                       ---------       ---------      ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                ($5,700,973)    ($1,503,855)   ($1,347,653)
                                       ---------       ---------     ----------
   Net cash used by financing
      activities                     ($5,700,973)    ($1,503,855)   ($1,347,653)
                                       ---------       ---------     ----------



                                      F-6
<PAGE>




NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS         ($   98,621)     $  146,918     $   48,788

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                595,286         448,368        399,580
                                       ---------       ---------      ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                    $  496,665      $  595,286     $  448,368
                                       =========       =========      =========









































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




                                      F-7
<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, 2006 and 2005, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2006, 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 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 7 to the combined financial  statements,  on February
5, 2007 the General  Partner  mailed a notice to the limited  partners  that the
Partnership  will  terminate at the end of its current term,  December 31, 2007,
and that in connection with such termination the General Partner would liquidate
all of the Partnership's assets.



PricewaterhouseCoopers LLP








Tulsa, Oklahoma
April 16, 2007




                                      F-8
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
                           GEODYNE NPI PARTNERSHIP P-3
                             Combined Balance Sheets
                           December 31, 2006 and 2005


                                     ASSETS
                                     ------

                                                          2006          2005
                                                       ----------   ------------

CURRENT ASSETS:
   Cash and cash equivalents                           $  852,351    $  885,655
   Accounts receivable:
      Net Profits                                          86,855       460,877
   Assets held for sale (Note 6)                          404,587          -
                                                        ---------     ---------

         Total current assets                          $1,343,793    $1,346,532

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                          556,629     1,058,322
                                                        ---------     ---------

                                                       $1,900,422    $2,404,854
                                                        =========     =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                                     $   15,052   ($    4,259)
   Limited Partners, issued and
     outstanding, 169,637 Units                         1,885,370     2,409,113
                                                        ---------     ---------

         Total Partners' capital                       $1,900,422    $2,404,854
                                                        =========     =========











                     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 Operations
              For the Years Ended December 31, 2006, 2005, and 2004

                                      2006             2005            2004
                                   ----------       ----------      ----------
REVENUES:
   Net Profits                     $1,136,955       $1,420,511      $1,135,626
   Interest income                     27,558           13,401           4,406
   Gain on sale of
      Net Profits Interests                28              440          22,514
   Other income                        17,097             -              4,376
                                    ---------        ---------       ---------

                                   $1,181,638       $1,434,352      $1,166,922

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests            $  109,112       $   71,407      $  170,836
   Impairment provision                25,083             -               -
   General and administrative         217,060          215,347         209,719
                                    ---------        ---------       ---------
                                   $  351,255       $  286,754      $  380,555
                                    ---------        ---------       ---------

INCOME FROM CONTINUING
  OPERATIONS                       $  830,383       $1,147,598      $  786,367

DISCONTINUED OPERATIONS:
   Income from discontinued
      operations (Note 6)           1,727,111        1,591,882       1,017,253
   Gain on disposal of
      discontinued operations
      (Note 6)                      4,511,148             -               -
                                    ---------        ---------       ---------
   NET INCOME                      $7,068,642       $2,739,480      $1,803,620
                                    =========        =========       =========

GENERAL PARTNER:
   Net income from continuing
      operations                   $   92,360       $  119,846      $   91,339
   Net income from discontinued
      operations                      626,025          163,411         104,791
                                    ---------        ---------       ---------
   NET INCOME                      $  718,385       $  283,257      $  196,130
                                    =========        =========       =========



                                      F-10
<PAGE>



LIMITED PARTNERS:
   Net income from continuing
      operations                   $  738,023       $1,027,752      $  695,028
   Net income from
      discontinued operations       5,612,234        1,428,471         912,462
                                    ---------        ---------       ---------
   NET INCOME                      $6,350,257       $2,456,223      $1,607,490
                                    =========        =========       =========
NET INCOME FROM CONTINUING
   OPERATIONS PER UNIT             $     4.35       $     6.06      $     4.10
NET INCOME FROM DISCONTINUED
   OPERATIONS PER UNIT                  33.08             8.42            5.38
                                    ---------        ---------       ---------
NET INCOME PER UNIT                $    37.43       $    14.48      $     9.48
                                    =========        =========       =========
UNITS OUTSTANDING                     169,637          169,637         169,637
                                    =========        =========       =========





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






                                      F-11
<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, 2006, 2005, and 2004


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

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
   Net income                  2,456,223           283,257         2,739,480
   Cash distributions        ( 1,936,000)        ( 234,087)      ( 2,170,087)
                               ---------           -------         ---------

Balance, Dec. 31, 2005        $2,409,113         ($  4,259)       $2,404,854
   Net income                  6,350,257           718,385         7,068,642
   Cash distributions        ( 6,874,000)        ( 699,074)      ( 7,573,074)
                               ---------           -------         ---------

Balance, Dec. 31, 2006        $1,885,370          $ 15,052        $1,900,422
                               =========           =======         =========






















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




                                      F-12
<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, 2006, 2005, and 2004

                                           2006          2005          2004
                                       ------------  ------------  ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                           $7,068,642    $2,739,480    $1,803,620
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depletion of Net
         Profits Interests                 133,527       118,326       204,906
      Impairment provisions                 25,105          -             -
      Gain on sale of
         Net Profits Interests         (        28)  (       440)  (    22,514)
      Gain on disposal of
         discontinued operations
         (Note 6)                      ( 4,511,148)         -             -
      Settlement of asset
         retirement obligation         (       330)  (       622)         -
      Net change in accounts
         receivable / accounts
         payable - Net Profits             218,171   (   406,835)       52,782
                                         ---------     ---------     ---------

   Net cash provided by
      operating activities              $2,933,939    $2,449,909    $2,038,794
                                         ---------     ---------     ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                ($   72,894)  ($   27,363)  ($   68,952)
   Proceeds from sale of
      oil and gas properties                  -             -           21,366
   Proceeds from disposal of
      discontinued operations
      (Note 6)                           4,678,725          -             -
                                         ---------     ---------     ---------

   Net cash provided (used)
      by investing activities           $4,605,831   ($   27,363)  ($   47,586)
                                         ---------     ---------     ---------



                                      F-13
<PAGE>




CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                  ($7,573,074)  ($2,170,087)  ($1,939,539)
                                         ---------     ---------     ---------

   Net cash used by financing
      activities                       ($7,573,074)  ($2,170,087)  ($1,939,539)
                                         ---------     ---------     ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS           ($   33,304)   $  252,459    $   51,669

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                  885,655       633,196       581,527
                                         ---------     ---------     ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                      $  852,351    $  885,655    $  633,196
                                         =========     =========     =========































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




                                      F-14
<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, 2006 and 2005, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2006, 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 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 7 to the combined financial  statements,  on February
5, 2007 the General  Partner  mailed a notice to the limited  partners  that the
Partnership  will  terminate at the end of its current term,  December 31, 2007,
and that in connection with such termination the General Partner would liquidate
all of the Partnership's assets.




PricewaterhouseCoopers LLP







Tulsa, Oklahoma
April 16, 2007



                                      F-15
<PAGE>



      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
                           GEODYNE NPI PARTNERSHIP P-4
                             Combined Balance Sheets
                           December 31, 2006 and 2005


                                     ASSETS
                                     ------
                                                     2006              2005
                                                 ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                      $  697,647        $  599,645
   Accounts receivable:
      Net Profits                                    154,779           304,105
   Assets held for sale (Note 6)                      12,789              -
                                                   ---------         ---------

         Total current assets                     $  865,215        $  903,750

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                     303,374           401,259
                                                   ---------         ---------

                                                  $1,168,589        $1,305,009
                                                   =========         =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                               ($   45,401)      ($   43,366)
   Limited Partners, issued and
     outstanding, 126,306 Units                    1,213,990         1,348,375
                                                   ---------         ---------

         Total Partners' capital                  $1,168,589        $1,305,009
                                                   =========         =========












                     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 Operations
              For the Years Ended December 31, 2006, 2005, and 2004

                                      2006            2005             2004
                                   ----------      ----------       ----------
REVENUES:
   Net Profits                     $1,564,465      $1,753,988       $1,630,505
   Interest income                     16,816           9,403            3,147
   Gain on sale of
      Net Profits Interests              -               -                 962
                                    ---------       ---------        ---------
                                   $1,581,281      $1,763,391       $1,634,614

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests            $   82,128      $   81,028       $   77,685
   Impairment provision                 2,591            -                -
   General and administrative         165,163         167,890          161,110
                                    ---------       ---------        ---------
                                   $  249,882      $  248,918       $  238,795
                                    ---------       ---------        ---------

INCOME FROM CONTINUING
   OPERATIONS                      $1,331,399      $1,514,473       $1,395,819

DISCONTINUED OPERATIONS:
   Income from discontinued
      operations (Note 6)              63,260          71,575           35,589
   Gain on disposal of
      discontinued operations
      (Note 6)                        232,679            -                -
                                    ---------       ---------        ---------
   NET INCOME                      $1,627,338      $1,586,048       $1,431,408
                                    =========       =========        =========

GENERAL PARTNER:
   Net income from continuing
      operations                   $  139,083      $  157,799       $  146,259
   Net income from discontinued
      operations                       29,640           7,362            3,657
                                    ---------       ---------        ---------
   NET INCOME                      $  168,723      $  165,161       $  149,916
                                    =========       =========        =========
LIMITED PARTNERS -
   Net income from continuing
      operations                   $1,192,316      $1,356,674       $1,249,560
   Net income from
      discontinued operations         266,299          64,213           31,932
                                    ---------       ---------        ---------
   NET INCOME                      $1,458,615      $1,420,887       $1,281,492
                                    =========       =========        =========



                                      F-17
<PAGE>




NET INCOME FROM CONTINUING
   OPERATIONS PER UNIT             $     9.44      $    10.74       $     9.89
NET INCOME FROM DISCONTINUED
   OPERATIONS PER UNIT                   2.11             .51              .25
                                    ---------       ---------        ---------
NET INCOME PER UNIT                $    11.55      $    11.25       $    10.14
                                    =========       =========        =========
UNITS OUTSTANDING                     126,306         126,306          126,306
                                    =========       =========        =========





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







                                      F-18
<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, 2006, 2005, and 2004


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

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
   Net income                   1,420,887          165,161         1,586,048
   Cash distributions         ( 1,317,000)       ( 150,881)      ( 1,467,881)
                                ---------          -------         ---------

Balance, Dec. 31, 2005         $1,348,375        ($ 43,366)       $1,305,009
   Net income                   1,458,615          168,723         1,627,338
   Cash distributions         ( 1,593,000)       ( 170,758)      ( 1,763,758)
                                ---------          -------         ---------

Balance, Dec. 31, 2006         $1,213,990        ($ 45,401)       $1,168,589
                                =========          =======         =========






















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




                                      F-19
<PAGE>



      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
                           GEODYNE NPI PARTNERSHIP P-4
                        Combined Statements of Cash Flows
              For the Years Ended December 31, 2006, 2005, and 2004

                                         2006           2005           2004
                                     ------------   ------------   ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                         $1,627,338     $1,586,048     $1,431,408
   Adjustments to reconcile
      net income to net cash
      provided by operating
      activities:
      Depletion of Net
        Profits Interests                 82,637         83,298         78,779
      Impairment Provision                 2,591           -              -
      Gain on sale of Net
         Profits Interests                  -              -       (       962)
      Gain on disposal of
         discontinued operations
         (Note 6)                    (   232,679)          -              -
      Settlement of asset
         retirement obligation              -              -       (        77)
      Net changes in accounts
         receivable / accounts
         payable - Net Profits           143,466    (   103,529)   (    46,036)
                                       ---------      ---------      ---------

   Net cash provided by
     operating activities             $1,623,353     $1,565,817     $1,463,112
                                       ---------      ---------      ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures              ($    1,823)   ($    8,504)   ($   31,868)
   Proceeds from sale of
      oil and gas properties                -              -               434
   Proceeds from disposal of
      discontinued operations
      (Note 6)                           240,230           -              -
                                       ---------      ---------      ---------

   Net cash provided (used) by
      investing activities            $  238,407    ($    8,504)   ($   31,434)
                                       ---------      ---------      ---------



                                      F-20
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                ($1,763,758)   ($1,467,881)   ($1,321,329)
                                       ---------      ---------      ---------
   Net cash used by financing
      activities                     ($1,763,758)   ($1,467,881)   ($1,321,329)
                                       ---------      ---------      ---------

NET INCREASE IN CASH
   AND CASH EQUIVALENTS               $   98,002     $   89,432     $  110,349

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                599,645        510,213        399,864
                                       ---------      ---------      ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                    $  697,647     $  599,645     $  510,213
                                       =========      =========      =========






























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




                                      F-21
<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, 2006 and 2005, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2006, 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 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 7 to the combined financial  statements,  on February
5, 2007 the General  Partner  mailed a notice to the limited  partners  that the
Partnership  will  terminate at the end of its current term,  December 31, 2007,
and that in connection with such termination the General Partner would liquidate
all of the Partnership's assets.



PricewaterhouseCoopers LLP







Tulsa, Oklahoma
April 16, 2007




                                      F-22
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
                           GEODYNE NPI PARTNERSHIP P-5
                             Combined Balance Sheets
                           December 31, 2006 and 2005

                                     ASSETS
                                     ------
                                                      2006              2005
                                                  ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                       $  546,848        $  479,513
   Accounts receivable:
      Net Profits                                     205,280            76,668
   Assets held for sale (Note 6)                        8,219              -
                                                    ---------         ---------

         Total current assets                      $  760,347        $  556,181

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                      701,700           639,293
                                                    ---------         ---------

                                                   $1,462,047        $1,195,474
                                                    =========         =========


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


PARTNERS' CAPITAL (DEFICIT):
   General Partner                                ($   24,852)      ($   33,844)
   Limited Partners, issued and
     outstanding, 118,449 Units                     1,486,899         1,229,318
                                                    ---------         ---------

         Total Partners' capital                   $1,462,047        $1,195,474
                                                    =========         =========












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



                                      F-23
<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, 2006, 2005, and 2004

                                           2006           2005          2004
                                        ----------     ----------   ------------
REVENUES:
   Net Profits                          $1,814,055     $1,552,824    $1,212,427
   Interest income                          13,511          8,691         2,632
   Loss on sale of Net
      Profits Interests                       -              -      (       749)
   Other income                              6,968          2,136          -
                                         ---------      ---------     ---------
                                        $1,834,534     $1,563,651    $1,214,310

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests                 $  255,240     $  106,181    $   94,021
   Impairment provision                     57,321           -             -
   General and administrative              156,573        159,284       152,465
                                         ---------      ---------     ---------
                                        $  469,134     $  265,465    $  246,486
                                         ---------      ---------     ---------

INCOME FROM CONTINUING
  OPERATIONS                            $1,365,400     $1,298,186    $  967,824

DISCONTINUED OPERATIONS:
   Income from discontinued
      operations (Note 6)                   37,817         37,857        33,623
   Gain on disposal of
      discontinued operations
      (Note 6)                               6,297           -             -
                                         ---------      ---------     ---------
   NET INCOME                           $1,409,514     $1,336,043    $1,001,447
                                         =========      =========     =========

GENERAL PARTNER:
   Net income from continuing
      operations                        $  163,319     $  138,506    $  104,981
   Net income from discontinued
      operations                             4,614          3,866         3,447
                                         ---------      ---------     ---------
   NET INCOME                           $  167,933     $  142,372    $  108,428
                                         =========      =========     =========



                                      F-24
<PAGE>



LIMITED PARTNERS:
   Net income from continuing
      operations                        $1,202,081     $1,159,680    $  862,843
   Net income from
      discontinued operations               39,500         33,991        30,176
                                         ---------      ---------     ---------
   NET INCOME                           $1,241,581     $1,193,671    $  893,019
                                         =========      =========     =========

NET INCOME FROM CONTINUING
   OPERATIONS PER UNIT                  $    10.15     $     9.79    $     7.28
NET INCOME FROM DISCONTINUED
   OPERATIONS PER UNIT                         .33            .29           .25
                                         ---------      ---------     ---------
NET INCOME PER UNIT                     $    10.48     $    10.08    $     7.53
                                         =========      =========     =========
UNITS OUTSTANDING                          118,449        118,449       118,449
                                         =========      =========     =========



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





                                      F-25
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
                           GEODYNE NPI PARTNERSHIP P-5
          Combined Statements of Changes in Partners' Capital (Deficit)
              For the Years Ended December 31, 2006, 2005, and 2004


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

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
   Net income                 1,193,671           142,372         1,336,043
   Cash distributions       ( 1,045,000)        ( 127,704)      ( 1,172,704)
                              ---------           -------         ---------

Balance, Dec. 31, 2005       $1,229,318         ($ 33,844)       $1,195,474
   Net income                 1,241,581           167,933         1,409,514
   Cash distributions       (   984,000)        ( 158,941)      ( 1,142,941)
                              ---------           -------         ---------

Balance, Dec. 31, 2006       $1,486,899         ($ 24,852)       $1,462,047
                              =========           =======         =========























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




                                      F-26
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
                           GEODYNE NPI PARTNERSHIP P-5
                        Combined Statements of Cash Flows
              For the Years Ended December 31, 2006, 2005, and 2004

                                         2006           2005           2004
                                     ------------   ------------   ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                         $1,409,514     $1,336,043     $1,001,447
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depletion of Net
         Profits Interests               257,205        107,072         94,961
      Impairment provision                57,609           -              -
      Loss on sale of Net
         Profits Interests                  -              -               749
      Gain on disposal of
         discontinued operations
         (Note 6)                    (     6,297)          -              -
      Settlement of asset
         retirement obligation       (        91)          -       (       104)
      Net change in accounts
         receivable / accounts
         payable - Net Profits       (   123,464)   (   116,235)   (    62,284)
                                       ---------      ---------      ---------

   Net cash provided by
     operating activities             $1,594,476     $1,326,880     $1,034,769
                                       ---------      ---------      ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures              ($  390,497)   ($   68,503)   ($   59,150)
   Proceeds from disposal of
      discontinued operations
      (Note 6)                             6,297           -              -
                                       ---------      ---------      ---------
   Net cash used by
      investing activities           ($  384,200)   ($   68,503)   ($   59,150)
                                       ---------      ---------      ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                ($1,142,941)   ($1,172,704)   ($  919,273)
                                       ---------      ---------      ---------
   Net cash used by financing
      activities                     ($1,142,941)   ($1,172,704)   ($  919,273)
                                       ---------      ---------      ---------



                                      F-27
<PAGE>




NET INCREASE IN CASH
   AND CASH EQUIVALENTS               $   67,335     $   85,673     $   56,346

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                479,513        393,840        337,494
                                       ---------      ---------      ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                    $  546,848     $  479,513     $  393,840
                                       =========      =========      =========









































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




                                      F-28
<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, 2006 and 2005, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2006, 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 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 7 to the combined financial  statements,  on February
5, 2007 the General  Partner  mailed a notice to the limited  partners  that the
Partnership  will  terminate at the end of its current term,  December 31, 2007,
and that in connection with such termination the General Partner would liquidate
all of the Partnership's assets.







PricewaterhouseCoopers LLP





Tulsa, Oklahoma
April 16, 2007




                                      F-29
<PAGE>



      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6
                           GEODYNE NPI PARTNERSHIP P-6
                             Combined Balance Sheets
                           December 31, 2006 and 2005

                                     ASSETS
                                     ------
                                                 2006              2005
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  661,731        $  770,659
   Accounts receivable:
      Net Profits                                  6,110              -
                                               ---------         ---------

         Total current assets                 $  667,841        $  770,659

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method               1,196,173         1,292,562
                                               ---------         ---------

                                              $1,864,014        $2,063,221
                                               =========         =========


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

CURRENT LIABILITIES:
   Accounts payable:
      Net Profits                             $     -            $   36,095
      Liabilities - held for sale
         (Note 6)                                 25,179               -
                                               ---------          ---------
         Total current liabilities            $   25,179         $   36,095

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   34,262)       ($   17,913)
   Limited Partners, issued and
     outstanding, 143,041 Units                1,873,097          2,045,039
                                               ---------          ---------

         Total Partners' capital              $1,838,835         $2,027,126
                                               =========          =========

                                              $1,864,014         $2,063,221
                                               =========          =========



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




                                      F-30
<PAGE>



                 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
                            LIMITED PARTNERSHIP P-6
                          GEODYNE NPI PARTNERSHIP P-6
                       Combined Statements of Operations
             For the Years Ended December 31, 2006, 2005, and 2004

                                           2006          2005           2004
                                       ------------   ----------    ------------
REVENUES:
   Net Profits                          $2,530,650    $2,539,391     $1,818,012
   Interest income                          21,454        11,284          3,941
   Loss on sale of Net
      Profits Interests                       -             -       (       256)
   Other income                              2,392           733           -
                                         ---------     ---------      ---------

                                        $2,554,496    $2,551,408     $1,821,697

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests                 $  346,157    $  283,347     $  120,184
   Impairment provision                     20,082          -              -
   General and administrative              183,454       186,214        179,519
                                         ---------     ---------      ---------
                                        $  549,693    $  469,561     $  299,703
                                         ---------     ---------      ---------

INCOME FROM CONTINUING
  OPERATIONS                            $2,004,803    $2,081,847     $1,521,994

DISCONTINUED OPERATIONS:
   Income (loss) from discontinued
      operations (Note 6)              (    63,474)       56,589         45,139
   Gain on disposal of
      discontinued operations
      (Note 6)                               2,162          -              -
                                         ---------     ---------      ---------
   NET INCOME                           $1,943,491    $2,138,436     $1,567,133
                                         =========     =========      =========
GENERAL PARTNER:
   Net income from continuing
      operations                        $  231,296    $  232,558     $  162,622
   Net income from discontinued
      operations                            10,137         6,951          4,612
                                         ---------     ---------      ---------
   NET INCOME                           $  241,433    $  239,509     $  167,234
                                         =========     =========      =========



                                      F-31
<PAGE>




LIMITED PARTNERS:
   Net income from continuing
      operations                        $1,773,507    $1,849,289     $1,359,372
   Net income (loss) from
      discontinued operations          (    71,449)       49,638         40,527
                                         ---------     ---------      ---------
   NET INCOME                           $1,702,058    $1,898,927     $1,399,899
                                         =========     =========      =========

NET INCOME FROM CONTINUING
   OPERATIONS PER UNIT                  $    12.40    $    12.93     $     9.50
NET INCOME (LOSS) FROM
   DISCONTINUED OPERATIONS
   PER UNIT                            (       .50)          .35            .28
                                         ---------     ---------      ---------
NET INCOME PER UNIT                     $    11.90    $    13.28     $     9.78
                                         =========     =========      =========
UNITS OUTSTANDING                          143,041       143,041        143,041
                                         =========     =========      =========































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




                                      F-32
<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, 2006, 2005, and 2004


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

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
   Net income                 1,898,927           239,509         2,138,436
   Cash distributions       ( 1,520,000)        ( 205,274)      ( 1,725,274)
                              ---------           -------         ---------

Balance, Dec. 31, 2005       $2,045,039         ($ 17,913)       $2,027,126
   Net income                 1,702,058           241,433         1,943,491
   Cash distributions       ( 1,874,000)        ( 257,782)      ( 2,131,782)
                              ---------           -------         ---------

Balance, Dec. 31, 2006       $1,873,097         ($ 34,262)       $1,838,835
                              =========           =======         =========




















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




                                      F-33
<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, 2006, 2005, and 2004

                                        2006           2005           2004
                                    ------------   ------------   ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                        $1,943,491     $2,138,436     $1,567,133
   Adjustments to reconcile
      net income to net
      cash provided by
      operating activities:
      Depletion of Net
        Profits Interests               357,769        297,704        121,279
      Impairment provision              189,225           -              -
      Loss on sale of Net
        Profits Interests                  -              -               256
      Gain on disposal of
        discontinued operations
        (Note 6)                    (     2,162)          -              -
      Settlement of asset
        retirement obligation       (     2,312)   (       382)   (       388)
      Net change in accounts
        receivable / accounts
        payable - Net Profits            50,323    (   279,798)   (    19,939)
                                      ---------      ---------      ---------

   Net cash provided by
      operating activities           $2,536,334     $2,155,960     $1,668,341
                                      ---------      ---------      ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($  515,642)   ($  129,299)   ($   21,366)
   Proceeds from disposal of
      discontinued operations
      (Note 6)                            2,162           -              -
                                      ---------      ---------      ---------

   Net cash used by
      investing activities          ($  513,480)   ($  129,299)   ($   21,366)
                                      ---------      ---------      ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($2,131,782)   ($1,725,274)   ($1,745,438)
                                      ---------      ---------      ---------
   Net cash used by financing
      activities                    ($2,131,782)   ($1,725,274)   ($1,745,438)
                                      ---------      ---------      ---------



                                      F-34
<PAGE>




NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS        ($  108,928)    $  301,387    ($   98,463)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD               770,659        469,272        567,735
                                      ---------      ---------      ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                  $  661,731     $  770,659     $  469,272
                                      =========      =========      =========






































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




                                      F-35
<PAGE>



                      GEODYNE INSTITUTIONAL/PENSION PROGRAM
           Notes to the Combined Financial Statements For the Periods
                     Ended December 31, 2006, 2005, and 2004


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.

      For  purposes of these  financial  statements,  the  Partnerships  and NPI
Partnerships are collectively referred to as the



                                      F-36
<PAGE>



"Partnerships"  and the general  partner and managing  partner are  collectively
referred to as the "General Partner".

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

                                            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'  original  termination  date  under  their  partnership
agreements  was 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 extended the terms of the  Partnerships  for their first two-year  period to
December 31, 2007.  On February 5, 2007 the General  Partner  mailed a notice to
the limited partners  announcing that the Partnerships will terminate at the end
of their  current  term,  December  31,  2007.  See Note 7 for more  information
regarding the Partnership terminations.

      An affiliate of the General  Partner owned the following Units at December
31, 2006:

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

                 P-1             34,348             31.78%
                 P-3             73,164             43.13%
                 P-4             36,858             29.18%
                 P-5             32,277             27.25%
                 P-6             22,653             15.84%

      The  Partnerships'   sole  business  is  owning  Net  Profits   Interests.
Substantially  all of the gas production  attributable to the  Partnerships' Net
Profits  Interests  is 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.



                                      F-37
<PAGE>



The prices received for the  Partnerships' oil and gas are subject to influences
such as global consumption and supply trends.


      Basis of Presentation

      These financial  statements  reflect the combined accounts of each Geodyne
Institutional/Pension  Energy Income Limited Partnership and its related Geodyne
NPI Partnership after the elimination of all inter-partnership  transactions and
balances. These financial statements are presented on a going concern basis.


      Allocation of Costs and Revenues

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

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

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

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

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



                                      F-38
<PAGE>



----------
(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 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 are 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


      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.




                                      F-39
<PAGE>



      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  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, 2006, 2005, and 2004 were as follows:

                  Partnership       2006         2005(1)     2004(1)
                  -----------       -----        -------     -------

                      P-1           $2.84         $1.85       $1.51
                      P-3            2.78          1.78        3.67
                      P-4            1.89          1.73        1.40
                      P-5            4.50          2.33        1.87
                      P-6            4.00          3.68        1.53

(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued  operations.  See Note 6 for more  information  about
      these discontinued operations.

      The  Partnerships  evaluate the  recoverability  of the carrying  costs of
their Net Profits Interests in proved oil and gas



                                      F-40
<PAGE>



properties for each oil and gas well. If the unamortized  costs,  net of salvage
value, of a Net Profits  Interest 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.  In the third quarter of 2006, natural
gas prices  declined  significantly.  Consequently,  the  partnerships  incurred
impairments  utilizing the natural gas spot prices that existed on September 30,
2006. The impairments related to continuing  operations  recognized in the third
quarter totaled approximately $17,000, $25,000, $3,000, $57,000, and $20,000 for
the P-1, P-3, P-4, P-5 and P-6  Partnerships,  respectively.  Once incurred,  an
impairment of oil and natural gas properties is not reversible.


      Accounts Receivable (Accounts Payable) - Net Profits

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



                                      F-41
<PAGE>





      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.


      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

      The Partnerships' wells must be properly plugged and abandoned after their
oil and gas reserves are exhausted.  FAS No. 143 requires the estimated plugging
and  abandonment  obligations  to be  recognized in the period in which they are
incurred (i.e. when the well is drilled or acquired) if a reasonable estimate of
fair value can be made and to be capitalized  as part of the carrying  amount of
the well.  Estimated  abandonment  dates will be revised in the future  based on
changes to related economic lives, which vary with product prices and production
costs.  Estimated  plugging  costs  may also be  adjusted  to  reflect  changing
industry experience.  During the year ended December 31, 2005, the Partnerships'
asset retirement  obligations were revised upward due to an increase in both the
labor and rig costs  associated  with  plugging  wells.  Cash flows would not be
affected until wells are actually  plugged and abandoned.  The asset  retirement
obligation is adjusted  upwards each quarter in order to recognize  accretion of
the time-related discount factor.




                                      F-42
<PAGE>




      The components of the change in asset retirement obligations for the years
ended December 31, 2006 and 2005 are as shown below.

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

                                             2006              2005
                                          ----------        ----------

Total Asset Retirement
   Obligation, January 1                   $118,480          $ 58,753
Additions                                       558               803
Revisions                                      -               54,482
Settlements and Disposals                 (   5,402)        (   1,250)
Accretion Expense                             5,942             5,692
Discontinued operations                   (  54,420)             -
                                            -------           -------
Total Asset Retirement
   Obligation, December 31                 $ 65,158          $118,480
                                            =======           =======



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

                                             2006              2005
                                          ----------        ----------

Total Asset Retirement
   Obligation, January 1                   $184,212          $ 99,718
Additions                                       772             1,016
Revisions                                      -               76,321
Settlements and Disposals                 (  10,189)        (   1,574)
Accretion Expense                             9,101             8,731
Discontinued operations                   (  66,837)             -
                                            -------           -------
Total Asset Retirement
   Obligation, December 31                 $117,059          $184,212
                                            =======           =======




                                      F-43
<PAGE>




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

                                             2006              2005
                                          ----------        ----------

Total Asset Retirement
   Obligation, January 1                   $138,714          $ 56,920
Additions                                       122              -
Revisions                                      -               75,529
Settlements and Disposals                 (   6,577)             -
Accretion Expense                             6,561             6,265
Discontinued operations                   (   2,621)             -
                                            -------           -------
Total Asset Retirement
   Obligation, December 31                 $136,199          $138,714
                                            =======           =======



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

                                             2006              2005
                                          ----------        ----------

Total Asset Retirement
   Obligation, January 1                   $142,799          $ 76,681
Additions                                       340             1,477
Revisions                                      -               58,400
Settlements and Disposals                 (      91)             -
Accretion Expense                             6,625             6,241
Discontinued operations                   (     164)             -
                                            -------          --------
Total Asset Retirement
   Obligation, December 31                 $149,509          $142,799
                                            =======           =======




                                      F-44
<PAGE>




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

                                             2006              2005
                                          ----------        ----------

Total Asset Retirement
   Obligation, January 1                   $413,445          $208,086
Additions                                       120               573
Revisions                                      -              192,567
Settlements and Disposals                 (   5,470)        (   5,636)
Accretion Expense                            18,467            17,855
Discontinued operations                   (  27,527)             -
                                            -------          --------
Total Asset Retirement
   Obligation, December 31                 $399,035          $413,445
                                            =======           =======


      New Accounting Pronouncement

      In September 2006, the FASB issued FAS No. 157, "Fair Value  Measurements"
(FAS No. 157). FAS No. 157 establishes a common  definition for fair value to be
applied to US GAAP guidance requiring use of fair value, establishes a framework
for  measuring  fair value,  and expands  the  disclosure  about such fair value
measurements.  FAS No 157 is effective for fiscal years beginning after November
5, 2007. The Partnerships  are currently  assessing the impact of FAS No. 157 on
their results of operations, financial condition and cash flows.


      Discontinued Operations

      As  further  discussed  in  Note  3,  the  P-1,  P-3,  P-4,  P-5  and  P-6
Partnerships  sold  their  interests  in a number  of  producing  properties  to
independent  third  parties  at  large  public  oil and gas  auctions  in  2006.
Additional  properties for all of the  Partnerships  will be sold at auctions in
2007. The properties sold in the 2006 auctions and those scheduled to be sold in
2007 auctions  represent a disposal of a component  under Statement of Financial
Accounting  Standards  No. 144,  "Accounting  for the  Impairment or Disposal of
Long-Lived  Assets"  (FAS  144).  Accordingly,  current  year  results  of these
properties  have been  classified as  discontinued,  and prior periods have been
restated. Once properties are classified as assets held for sale, they no longer
incur any depreciation, depletion, and amortization expenses.



                                      F-45
<PAGE>




      Reclassification

      Certain prior year balances have been reclassified to conform with current
year presentation.



2. TRANSACTIONS WITH RELATED PARTIES

      The  Partnerships  reimburse  the  General  Partner  for the  general  and
administrative  overhead applicable to the Partnerships,  based on an allocation
of actual costs incurred by the General  Partner.  When costs  incurred  benefit
other  Partnerships  and  affiliates,  the  allocation  of costs is based on the
relationship  of the  Partnerships'  reserves to the total reserves owned by all
Partnerships and affiliates. The General Partner believes this allocation method
is reasonable. Although the actual costs incurred by the General Partner and its
affiliates have fluctuated during the three years presented, the amounts charged
to the Partnerships  have not fluctuated due to expense  limitations  imposed by
the  Partnership  Agreement.  The following is a summary of payments made to the
General  Partner  or  its  affiliates  by  the   Partnerships  for  general  and
administrative  overhead costs for the years ended December 31, 2006,  2005, and
2004:

            Partnership         2006        2005        2004
            -----------       --------    --------    --------

                 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   serve  as  operator  of  some  of  the
Partnerships'  wells.  The General  Partner  contracts 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  paid by the  Partnerships to the affiliates
during the year ended  December  31, 2006 is  approximately  as set forth in the
table below:

             Partnership             Amount
             -----------            -------
                  P-1               $ 8,000
                  P-3                29,000
                  P-4                 8,000
                  P-5                39,000
                  P-6               124,000



                                      F-46
<PAGE>




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, 2006,
2005, and 2004:

                                                          Percentage
                                                 ----------------------------
Partnership         Purchaser                    2006        2005       2004
----------- ------------------------             -----       -----      -----

    P-1           Chevron North American
                    Exploration &
                    Production Company           10.4%         -        11.3%
                  Duke Energy Field
                    Services, Inc.
                    ("Duke")                       -         10.7%      11.5%
                  Cinergy Marketing
                    ("Cinergy")                    -           -        13.2%

    P-3           Duke                           11.2%       13.9%      14.9%
                  Cinergy                          -           -        12.0%

    P-4           ConocoPhillips Company         32.4%       27.8%         -
                  Gulfterra Central
                    Point Allocation             18.5%       21.8%      11.4%
                  Enogex Services
                    Corporation ("Enogex")       10.5%       10.1%         -
                  Eaglwing Trading, Inc.           -           -        25.3%

    P-5           Enogex                         16.3%       18.2%      20.2%
                  NGPL Allocation                11.8%         -          -
                  ONEOK Texas Energy
                    Resources ("ONEOK")            -         21.0%      14.6%
                  Cinergy                          -         11.7%      16.1%
                  Duke                             -         10.3%      11.5%

    P-6           Duke                           18.0%       19.8%      23.1%
                  Kinder Morgan, Inc.            15.5%       17.1%      19.5%
                  Eaglwing Trading, Inc.         10.2%         -          -
                  ONEOK                            -         13.3%      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  their gas and in maintaining  historic sales
levels. Alternative purchasers or transporters may not be readily available.



                                      F-47
<PAGE>



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, 2006 and 2005
were as follows:



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

                                               2006            2005
                                          -------------     -------------
Net Profits Interests in proved
  oil and gas properties                   $ 3,677,284       $ 6,474,014

Less accumulated depletion
  and valuation allowance                 (  3,350,284)     (  5,783,982)
                                            ----------        ----------
  Net Profits Interests, net               $   327,000       $   690,032
                                            ==========        ==========


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

                                               2006               2005
                                          -------------     -------------
Net Profits Interests in proved
   oil and gas properties                  $ 6,247,289       $ 9,889,591

Less accumulated depletion
   and valuation allowance                (  5,690,660)     (  8,831,269)
                                            ----------        ----------
   Net Profits Interests, net              $   556,629       $ 1,058,322
                                            ==========        ==========



                                      F-48
<PAGE>



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

                                               2006               2005
                                          -------------     -------------
Net Profits Interests in proved
   oil and gas properties                  $ 7,878,970       $ 8,134,269

Less accumulated depletion
   and valuation allowance                (  7,575,596)     (  7,733,010)
                                            ----------        ----------
   Net Profits Interests, net              $   303,374       $   401,259
                                            ==========        ==========


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

                                               2006              2005
                                          -------------     -------------
Net Profits Interests in proved
   oil and gas properties                  $ 9,483,512       $ 9,156,799

Less accumulated depletion
   and valuation allowance                (  8,781,812)     (  8,517,506)
                                            ----------        ----------
   Net Profits Interest, net               $   701,700       $   639,293
                                            ==========        ==========


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

                                               2006               2005
                                          -------------     -------------
Net Profits Interests in proved
   oil and gas properties                  $11,473,716       $11,605,260

Less accumulated depletion
   and valuation allowance                ( 10,277,543)     ( 10,312,698)
                                            ----------        ----------
   Net Profits Interests, net              $ 1,196,173       $ 1,292,562
                                            ==========        ==========



                                      F-49
<PAGE>



      Costs Incurred

      No  property  acquisition  or  exploration  costs  were  incurred  by  the
Partnerships during the three years ended December 31, 2006. 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, 2006, 2005, and 2004. 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                    2006        2005(1)      2004
      -----------                ----------     --------  -------

           P-1                    $ 72,683      $ 15,825    $25,183
           P-3                      89,696        19,244     80,861
           P-4                        -            7,805     36,380
           P-5                     371,520        79,369     75,826
           P-6                     432,269       213,430     26,625

      ---------------
(1)         Excludes the estimated asset retirement costs for the P-1, P-3, P-4,
            P-5,  and  P-6  Partnerships  of  approximately  $54,000,   $76,000,
            $76,000, $58,000, and $193,000, respectively, recorded as a revision
            in FAS No. 143 during  2005 due to an increase in both the labor and
            rig costs associated with plugging wells.


      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.  In  addition,  reserve  information  for the top 80% of each
Partnership's  reserve base (based on volumes) has been  reviewed by Ryder Scott
Company,  L.P. ("Ryder Scott"), an independent petroleum engineering firm. Ryder
Scott has stated to the General  Partner their opinion that (i) the estimates of
reserves for the properties which they reviewed were prepared in accordance with
generally accepted procedures for the estimation of reserves, (ii) they found no
bias  in the  utilization  and  analysis  of  data,  and  (iii)  the  cash  flow
projections provided by Samson of gross and net reserves and associated revenues
and costs based on constant pricing in general appear reasonable.  The following
information  includes  certain  gas  balancing  adjustments  which cause the gas
volume to differ from the reserve  reports  prepared by the General  Partner and
reviewed by Ryder Scott.



                                      F-50
<PAGE>



      In  general,  the  Partnerships  experienced  downward  revisions  in  gas
reserves  at December  31,  2006 as  compared  to  December  31, 2005 due to the
decrease in the gas prices  used to estimate  reserves.  The P-4,  P-5,  and P-6
Partnerships had an increase in gas reserves due to revised forecasts on several
properties based on actual production experience.

      Following  is a  description  of those  oil and gas  properties  for which
revisions in the continuing  operations estimated proved reserves as of December
31, 2006 as compared to December 31, 2005 were significant to the Partnerships:

                   The P-1 and P-3  Partnerships'  estimated  proved oil
          reserves  decreased  approximately  13,000  barrels and 17,000
          barrels,  respectively,  in the  Pecos  Valley  Unit  due to a
          revised  forecast  in  reserves  based  on  actual  production
          experience  and a steeper  decline rate resulting in a shorter
          reserve life.

                   In addition,  the P-4 Partnership's  estimated proved
          oil reserves  increased  approximately  12,000  barrels in the
          Amoco Fee #3 due to a revised  forecast in  reserves  based on
          actual production experience.

      Following  is a  description  of those  oil and gas  properties  for which
revisions  in  the  discontinued  operations  estimated  proved  reserves  as of
December  31,  2006 as compared to  December  31, 2005 were  significant  to the
Partnerships:

                   The P-5  Partnership's  estimated proved oil reserves
          increased  approximately  1,100 barrels in the North Robertson
          Unit due to a revised  forecast  in  reserves  based on actual
          production  experience and a lower decline rate resulting in a
          long reserve life.

                   The P-6  Partnership's  estimated proved gas reserves
          decreased  approximately 62,000 Mcf in the Jo Neal #1 due to a
          revised  forecast  in  reserves  based  on  actual  production
          experience   and  an  increase  in  monthly  lease   operating
          expenses.







                                      F-51
<PAGE>


<TABLE>


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

                                       Discontinued Operations     Continuing Operations
                                      ------------------------    ------------------------
                                        Crude        Natural        Crude        Natural
                                         Oil           Gas           Oil           Gas
                                      (Barrels)       (Mcf)       (Barrels)       (Mcf)
                                      ---------    -----------    ---------    -----------
<S>                                   <C>          <C>             <C>         <C>
Proved reserves, Dec. 31, 2003         180,163      1,015,901       28,110      1,250,809
Production                            ( 17,453)    (   96,953)     ( 1,924)    (  154,840)
Sale of minerals in place                 -              -         (    30)          -
Extensions and discoveries               4,500          6,244          143          2,037
Revisions of previous estimates         39,696         49,252       10,777        219,284
                                       -------      ---------       ------      ---------

Proved reserves, Dec. 31, 2004         206,906        974,444       37,076      1,317,290
Production                            ( 16,467)    (  109,169)     ( 2,169)    (  129,240)
Extensions and discoveries               2,285          9,533        1,302         13,737
Revisions of previous estimates         19,524         61,714      ( 7,963)        53,909
                                       -------      ---------       ------      ---------

Proved reserves, Dec. 31, 2005         212,248        936,522       28,246      1,255,696
Production                            ( 16,331)    (  110,069)     ( 2,344)    (  126,886)
Sale of minerals in place             ( 58,830)    (  201,861)        -              -
Extensions and discoveries                   2         10,634        2,140          6,872
Revisions of previous estimates          1,737     (   48,985)     (13,186)    (  102,152)
                                       -------      ---------       ------      ---------

Proved reserves, Dec. 31, 2006         138,826        586,241       14,856      1,033,530
                                       =======      =========       ======      =========
PROVED DEVELOPED RESERVES:
    December 31, 2004                  206,906        974,444       37,076      1,317,290
                                       =======      =========       ======      =========
    December 31, 2005                  212,248        936,522       28,246      1,255,696
                                       =======      =========       ======      =========
    December 31, 2006                  138,826        586,241       14,856      1,033,530
                                       =======      =========       ======      =========
</TABLE>



                                      F-52
<PAGE>

<TABLE>


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

                                       Discontinued Operations    Continuing Operations
                                      ------------------------    ----------------------
                                        Crude        Natural        Crude       Natural
                                         Oil           Gas           Oil          Gas
                                      (Barrels)       (Mcf)      (Barrels)       (Mcf)
                                      ---------    -----------    ---------   -----------
<S>                                   <C>          <C>             <C>        <C>
Proved reserves, Dec. 31, 2003         227,587      1,339,389       48,908     2,379,916
Production                            ( 22,120)    (  127,009)     ( 2,805)   (  262,491)
Sale of minerals in place                 -              -         (    57)         -
Extensions and discoveries               5,665          7,865           90         1,428
Revisions of previous estimates         51,132         69,024       11,965       201,987
                                       -------      ---------       ------     ---------

Proved reserves, Dec. 31, 2004         262,264      1,289,269       58,101     2,320,840
Production                            ( 20,982)    (  142,691)     ( 3,050)   (  221,758)
Extensions and discoveries               2,876         11,993        1,641        18,148
Revisions of previous estimates         25,108         67,787      ( 9,478)      106,629
                                       -------      ---------       ------     ---------

Proved reserves, Dec. 31, 2005         269,266      1,226,358       47,214     2,223,859
Production                            ( 20,700)    (  143,110)     ( 3,153)   (  216,182)
Sale of minerals in place             ( 74,416)    (  282,504)        -             -
Extensions and discoveries                   1         13,395        2,700        10,880
Revisions of previous estimates          2,230     (   60,177)     (16,858)   (  173,233)
                                       -------      ---------       ------     ---------

Proved reserves, Dec. 31, 2006         176,381        753,962       29,903     1,845,324
                                       =======      =========       ======     =========
PROVED DEVELOPED RESERVES:
    December 31, 2004                  262,264      1,289,269       58,101     2,320,840
                                       =======      =========       ======     =========
    December 31, 2005                  269,266      1,226,358       47,214     2,223,859
                                       =======      =========       ======     =========
    December 31, 2006                  176,381        753,962       29,903     1,845,324
                                       =======      =========       ======     =========
</TABLE>



                                      F-53
<PAGE>

<TABLE>


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

                                       Discontinued Operations    Continuing Operations
                                       ------------------------   ----------------------
                                         Crude        Natural       Crude       Natural
                                          Oil           Gas          Oil          Gas
                                       (Barrels)       (Mcf)      (Barrels)       (Mcf)
                                       ---------     ---------    ---------   -----------
<S>                                     <C>          <C>           <C>        <C>
Proved reserves, Dec. 31, 2003             990        111,492       65,000     1,987,051
Production                              (  295)      (  9,312)     (17,392)   (  229,139)
Sale of minerals in place               (   52)          -            -             -
Extensions and discoveries                -              -             485         1,456
Revisions of previous estimates          2,566         14,646        8,354        92,974
                                         -----        -------      -------     ---------

Proved reserves, Dec. 31, 2004           3,209        116,826       56,447     1,852,342
Production                              (  488)      (  9,933)     (15,251)   (  190,154)
Extensions and discoveries                -              -             173         5,745
Revisions of previous estimates          1,127       ( 17,185)       2,290        68,127
                                         -----        -------       ------     ---------

Proved reserves, Dec. 31, 2005           3,848         89,708       43,659     1,736,060
Production                              (  271)      (  8,652)     (13,435)   (  180,392)
Sale of minerals in place               (  548)      ( 58,489)        -             -
Extensions and discoveries                -              -              68         9,861
Revisions of previous estimates            337          2,506       10,704    (   53,855)
                                         -----        -------       ------     ---------

Proved reserves, Dec. 31, 2006           3,366         25,073       40,996     1,511,674
                                         =====        =======       ======     =========
PROVED DEVELOPED RESERVES:
    December 31, 2004                    3,209        116,826       56,447     1,852,342
                                         =====        =======       ======     =========
    December 31, 2005                    3,848         89,708       43,659     1,736,060
                                         =====        =======       ======     =========
    December 31, 2006                    3,366         25,073       40,996     1,511,674
                                         =====        =======       ======     =========
</TABLE>



                                      F-54
<PAGE>

<TABLE>


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

                                      Discontinued Operations      Continuing Operations
                                      ------------------------    ------------------------
                                        Crude         Natural        Crude       Natural
                                         Oil            Gas           Oil          Gas
                                      (Barrels)        (Mcf)      (Barrels)       (Mcf)
                                      ---------       --------     ---------   -----------
<S>                                    <C>            <C>           <C>        <C>
Proved reserves, Dec. 31, 2003          7,464          34,441        40,006     2,312,200
Production                             (  372)        ( 5,994)      ( 4,231)   (  276,978)
Sale of minerals in place                -               -          (     5)         -
Extensions and discoveries                  1             357             1        31,365
Revisions of previous estimates        (6,682)        (17,387)        1,975        52,609
                                        -----          ------        ------     ---------

Proved reserves, Dec. 31, 2004            411          11,417        37,746     2,119,196
Production                             (  225)        ( 4,875)      ( 4,457)   (  246,204)
Extensions and discoveries                 25           1,089           551       120,988
Revisions of previous estimates           116           7,402         5,963       192,486
                                        -----          ------       -------     ---------

Proved reserves, Dec. 31, 2005            327          15,033        39,803     2,186,466
Production                             (  108)        ( 5,426)      ( 5,955)   (  304,838)
Sale of minerals in place              (   61)        (   165)         -             -
Extensions and discoveries                  7             343         2,965       256,098
Revisions of previous estimates         1,092           5,268         2,132        22,161
                                        -----          ------        ------     ---------

Proved reserves, Dec. 31, 2006          1,257          15,053        38,945     2,159,887
                                        =====          ======        ======     =========
PROVED DEVELOPED RESERVES:
    December 31, 2004                     411          11,417        37,746     2,119,196
                                        =====          ======        ======     =========
    December 31, 2005                     327          15,033        39,803     2,186,466
                                        =====          ======        ======     =========
    December 31, 2006                   1,257          15,053        38,945     2,159,887
                                        =====          ======        ======     =========
</TABLE>



                                      F-55
<PAGE>

<TABLE>


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

                                      Discontinued Operations       Continuing Operations
                                     --------------------------     ----------------------
                                       Crude           Natural        Crude       Natural
                                        Oil              Gas           Oil          Gas
                                     (Barrels)          (Mcf)       (Barrels)      (Mcf)
                                     ---------        ---------     ---------   -----------
<S>                                     <C>           <C>           <C>         <C>
Proved reserves, Dec. 31, 2003           3,107         133,114       122,732     3,977,572
Production                              (  225)       ( 22,049)     (  7,599)   (  424,456)
Extensions and discoveries                   1             122             1        10,869
Revisions of previous estimates         (2,311)       ( 27,161)        9,188       292,323
                                         -----         -------       -------     ---------

Proved reserves, Dec. 31, 2004             572          84,026       124,322     3,856,308
Production                              (  205)       ( 16,128)     ( 10,676)   (  398,416)
Extensions and discoveries                  88           2,043           499        85,615
Revisions of previous estimates            225          86,981        11,290    (  370,122)
                                         -----         -------       -------     ---------

Proved reserves, Dec. 31, 2005             680         156,922       125,435     3,173,385
Production                              (   46)       ( 28,550)     ( 11,396)   (  450,448)
Sale of minerals in place               (   21)       (     56)         -             -
Extensions and discoveries                   2          12,927         2,890       336,198
Revisions of previous estimates            109        ( 66,045)     (     18)      138,530
                                         -----         -------       -------     ---------

Proved reserves, Dec. 31, 2006             724          75,198       116,911     3,197,665
                                         =====        =======       =======      =========
PROVED DEVELOPED RESERVES:
    December 31, 2004                      572          84,026       124,322     3,856,308
                                         =====         =======       =======     =========
    December 31, 2005                      680         156,922       125,435     3,173,385
                                         =====         =======       =======     =========
    December 31, 2006                      724          75,198       116,911     3,195,812
                                         =====         =======       =======     =========
</TABLE>




                                      F-56
<PAGE>



        QUARTERLY FINANCIAL DATA (Unaudited)

        Summarized  unaudited  quarterly financial data for 2006 and 2005 are as
follows:

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

                                                     2006
                              --------------------------------------------------
                                First        Second        Third       Fourth
                              Quarter(2)   Quarter(2)    Quarter(2)    Quarter
                              ----------   ----------    ----------   ----------

Total Revenues                $190,977      $169,055      $191,915    $  136,829
Gross Profit(1)                176,036       158,594       140,909       129,633
Income from continuing
   operations                  122,044       127,889       110,656        94,664
Income from discontinued
   operations                  318,323       364,403       402,796     3,744,557
Net Income                     440,367       492,292       513,452     3,839,221
Limited Partners' Net
   Income per Unit                3.65          4.09          4.23         31.98

                                                     2005
                              --------------------------------------------------
                                First        Second        Third       Fourth
                              Quarter(2)   Quarter(2)    Quarter(2)   Quarter(2)
                              ----------   ----------    ----------   ----------

Total Revenues                $192,981      $188,789      $237,614    $  227,523
Gross Profit(1)                185,644       177,916       221,882       217,532
Income from continuing
   operations                  133,832       147,090       191,183       182,841
Income from discontinued
   operations                  349,940       245,638       380,325       259,549
Net Income                     483,772       392,728       571,508       442,390
Limited Partners' Net
   Income per Unit                4.02          3.26          4.74          3.67



                                      F-57
<PAGE>




------------
(1)     Total  revenues less  depletion of Net Profits  Interests and impairment
        provision.
(2)     Quarterly  and prior year amounts have been restated to reflect the sale
        of various oil and gas  properties  during 2006 and assets held for sale
        as of December 31, 2006 as discontinued operations, as described in Note
        6 to the combined financial statements of the Partnership.




                  [Remainder of Page Intentionally Left Blank]






                                      F-58
<PAGE>



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


                                                      2006
                              --------------------------------------------------
                                First        Second        Third        Fourth
                              Quarter(2)   Quarter(2)    Quarter(2)     Quarter
                              ----------   ----------    ----------   ----------

Total Revenues                $324,513     $283,212       $330,252    $  243,661
Gross Profit(1)                303,950      267,565        247,124       228,804
Income from continuing
   operations                  232,822      220,038        200,173       177,350
Income from discontinued
   operations                  407,135      468,003        518,482     4,844,639
Net Income                     639,957      688,041        718,655     5,021,989
Limited Partners' Net
   Income per Unit                3.38         3.64           3.77         26.64

                                                     2005
                              --------------------------------------------------
                                First        Second        Third       Fourth
                              Quarter(2)   Quarter(2)    Quarter(2)   Quarter(2)
                              ----------   ----------    ----------   ----------

Total Revenues                $361,170     $281,766       $393,443    $  397,973
Gross Profit(1)                345,453      265,739        365,575       386,178
Income from continuing
   operations                  276,638      218,096        318,142       334,722
Income from discontinued
   operations                  416,137      351,776        485,782       338,187
Net Income                     692,775      569,872        803,924       672,909
Limited Partners' Net
   Income per Unit                3.66         3.01           4.25          3.56



                                      F-59
<PAGE>




------------
(1)     Total  revenues less  depletion of Net Profits  Interests and impairment
        provision.
(2)     Quarterly  and prior year amounts have been restated to reflect the sale
        of various oil and gas  properties  during 2006 and assets held for sale
        as of December 31, 2006 as discontinued operations, as described in Note
        6 to the combined financial statements of the Partnership.


                  [Remainder of Page Intentionally Left Blank]









                                      F-60
<PAGE>



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

                                                      2006
                              --------------------------------------------------
                                First        Second       Third         Fourth
                              Quarter(2)   Quarter(2)    Quarter(2)     Quarter
                              ----------   ----------    ----------   ----------

Total Revenues                $428,190     $394,152       $416,025    $342,914
Gross Profit(1)                415,261      368,036        377,073     336,192
Income from continuing
   operations                  356,195      332,383        341,841     300,980
Income from discontinued
   operations                   12,776       15,593         16,992     250,578
Net Income                     368,971      347,976        358,833     551,558
Limited Partners' Net
   Income per Unit                2.62         2.47           2.53        3.93

                                                      2005
                              --------------------------------------------------
                                First       Second        Third        Fourth
                              Quarter(2)   Quarter(2)    Quarter(2)   Quarter(2)
                              ---------    ---------     ---------    ----------

Total Revenues                $327,295     $431,806       $443,553    $560,737
Gross Profit(1)                316,062      421,238        415,683     529,380
Income from continuing
   operations                  259,216      385,431        380,104     489,722
Income from discontinued
   operations                   19,674       15,398         17,045      19,458
Net Income                     278,890      400,829        397,149     509,180
Limited Partners' Net
   Income per Unit                1.98         2.85           2.81        3.61



                                      F-61
<PAGE>




---------------------------
(1)     Total  revenues less  depletion of Net Profits  Interests and impairment
        provision.
(2)     Quarterly  and prior year amounts have been restated to reflect the sale
        of various oil and gas  properties  during 2006 and assets held for sale
        as of December 31, 2006 as discontinued operations, as described in Note
        6 to the combined financial statements of the Partnership.



                  [Remainder of Page Intentionally Left Blank]





                                      F-62
<PAGE>



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

                                                      2006
                              --------------------------------------------------
                                First        Second        Third        Fourth
                              Quarter(2)   Quarter(2)    Quarter(2)     Quarter
                              ----------   ----------    ----------    ---------

Total Revenues                $495,847     $361,950       $511,505     $465,232
Gross Profit(1)                471,769      333,716        353,219      363,269
Income from continuing
   operations                  414,889      300,217        320,112      330,182
Income from discontinued
   operations                    7,827        9,788          8,403       18,096
Net Income                     422,716      310,005        328,515      348,278
Limited Partners' Net
   Income per Unit                3.20         2.33           2.38       2.57

                                                      2005
                              --------------------------------------------------
                                First        Second        Third       Fourth
                              Quarter(2)   Quarter(2)    Quarter(2)   Quarter(2)
                              ----------   ----------    ----------   ---------

Total Revenues                $371,486     $409,046       $433,322     $349,797
Gross Profit(1)                342,027      399,823        395,158      320,462
Income from continuing
   operations                  287,350      366,163        361,727      282,946
Income from discontinued
   operations                    7,694        7,639         10,176       12,348
Net Income                     295,044      373,802        371,903      295,294
Limited Partners' Net
   Income per Unit                2.22         2.84           2.79         2.23



                                      F-63
<PAGE>




------------
(1)     Total  revenues less  depletion of Net Profits  Interests and impairment
        provision.
(2)     Quarterly  and prior year amounts have been restated to reflect the sale
        of various oil and gas  properties  during 2006 and assets held for sale
        as of December 31, 2006 as discontinued operations, as described in Note
        6 to the combined financial statements of the Partnership.





                  [Remainder of Page Intentionally Left Blank]







                                      F-64
<PAGE>



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

                                                      2006
                              --------------------------------------------------
                                First       Second         Third       Fourth
                              Quarter(2)   Quarter(2)     Quarter(2)   Quarter
                              ----------   ----------     ----------  ---------

Total Revenues                $662,349     $623,995       $686,923    $581,229
Gross Profit(1)                608,637      596,617        576,075     406,928
Income from continuing
  operations                   544,914      556,379        536,318     367,192
Income (Loss) from
  discontinued
  operations                     5,211       88,542      ( 154,181)  (     884)
Net Income                     550,125      644,921        382,137     366,308
Limited Partners' Net
   Income per Unit                3.42         4.05           2.24        2.19

                                                      2005
                              --------------------------------------------------
                                First        Second       Third        Fourth
                              Quarter(2)   Quarter(2)    Quarter(2)   Quarter(2)
                              ----------   ----------    ----------   ---------

Total Revenues                $559,322     $655,860       $640,422    $695,804
Gross Profit(1)                530,061      604,343        552,253     581,404
Income from continuing
  operations                   468,593      563,966        512,096     537,192
Income (Loss) from
  discontinued
  operations                    32,521       16,593      (  24,742)     32,217
Net Income                     501,114      580,559        487,354     569,409
Limited Partners' Net
   Income per Unit                3.13         3.63           2.99        3.53




                                      F-65
<PAGE>



------------
(1)     Total  revenues less  depletion of Net Profits  Interests and impairment
        provision.
(2)     Quarterly  and prior year amounts have been restated to reflect the sale
        of various oil and gas  properties  during 2006 and assets held for sale
        as of December 31, 2006 as discontinued operations, as described in Note
        6 to the combined financial statements of the Partnership.





                  [Remainder of Page Intentionally Left Blank]







                                      F-66
<PAGE>




6. DISCONTINUED OPERATIONS

        During  August  2006,  the  General  Partner  approved a plan to sell an
increased  amount of the  Partnerships'  properties as a result of the generally
favorable  current  environment for oil and gas properties.  On October 11, 2006
and December 13, 2006, the P-1, P-3, P-4, P-5, and P-6  Partnerships  sold their
interests in several producing  properties at a large public oil and gas auction
which resulted in proceeds of approximately  $3,608,000,  $4,679,000,  $240,000,
$6,000, and $2,000 (net of fees),  respectively,  to the P-1, P-3, P-4, P-5, and
P-6  Partnerships.  The sale  resulted  in a gain on  disposal  of  discontinued
operations  of  approximately  $3,481,000,  $4,511,000,  $233,000,  $6,000,  and
$2,000,  respectively,  for the  P-1,  P-3,  P-4,  P-5,  and  P-6  Partnerships.
Additional  properties of the Partnerships will be sold at auctions in 2007. The
properties  sold in the 2006  auctions  and those  scheduled  to be sold in 2007
auctions  represent  "disposal  of a  component"  under  Statement  of Financial
Accounting  Standards  No. 144,  "Accounting  for the  Impairment or Disposal of
Long-Lived  Assets" (FAS 144).  Accordingly,  current year results of operations
for these  properties  have been classified as  discontinued,  and prior periods
have been restated. In conjunction with the planned sales, the Partnerships will
retain all assets and  liabilities  through the  effective  date of the sale and
purchasers will assume the asset retirement obligations associated with the sold
interests.

        Net income (loss) from discontinued operations is as follows:

                                      F-67
<PAGE>



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

                                         2006           2005           2004
                                     ------------   ------------   ------------

Net profits                           $1,367,640     $1,271,012     $  817,385
Depreciation, depletion, and
   amortization of oil and gas
   properties                        (    18,874)   (    35,560)   (    25,918)
Impairment provision                 (        38)          -              -
                                       ---------      ---------      ---------
Income from discontinued
   operations                         $1,348,728     $1,235,452     $  791,467
                                       =========      =========      =========



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

                                         2006            2005          2004
                                     ------------    ------------   ------------

Net profits                           $1,751,548      $1,638,801     $1,051,323
Depreciation, depletion, and
   amortization of oil and gas
   properties                        (    24,415)    (    46,919)   (    34,070)
Impairment provision                 (        22)           -              -
                                       ---------       ---------      ---------
Income from discontinued
   operations                         $1,727,111      $1,591,882     $1,017,253
                                       =========       =========      =========



                                      F-68
<PAGE>



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

                                         2006             2005         2004
                                      -----------     -----------   ----------

Net profits                           $   63,769      $   73,845     $ 36,683
Depreciation, depletion, and
   amortization of oil and gas
   properties                        (       509)    (     2,270)   (   1,094)
                                       ---------       ---------      -------
Income from discontinued
   operations                         $   63,260      $   71,575    $  35,589
                                       =========       =========      =======


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

                                         2006            2005         2004
                                     ------------    ------------  ----------

Net profits                           $   40,070      $   38,748    $ 34,563
Depreciation, depletion, and
   amortization of oil and gas
   properties                        (     1,965)    (       891)  (     940)
Impairment provision                 (       288)           -           -
                                       ---------       ---------     -------
Income from discontinued
   operations                         $   37,817      $   37,857    $ 33,623
                                       =========       =========     =======



                                      F-69
<PAGE>



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

                                         2006            2005          2004
                                     ------------    ------------   ----------

Net profits                           $  117,281      $   70,946    $ 46,234
Depreciation, depletion, and
   amortization of oil and gas
   properties                        (    11,612)    (    14,357)  (   1,095)
Impairment provision                 (   169,143)           -           -
                                       ---------       ---------     -------
Income (Loss) from discontinued
   operations                        ($   63,474)     $   56,589    $ 45,139
                                       =========       =========     =======




                                      F-70
<PAGE>



        Assets  (liabilities) of the discontinued  operations as of December 31,
2006 were as follows:


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

        Accounts receivable - Net Profits                  $  103,142
        Net Profits Interests                               1,968,201
        Accumulated depreciation, depletion,
          and amortization of Net Profits
          Interests and valuation allowance               ( 1,759,794)
                                                            ---------
        Net assets held for sale                           $  311,549
                                                            =========


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

        Accounts receivable - Net Profits                  $  139,365
        Net Profits Interests                               2,489,494
        Accumulated depreciation, depletion,
          and amortization of Net Profits
          Interests and valuation allowance               ( 2,224,272)
                                                            ---------
        Net assets held for sale                           $  404,587
                                                            =========


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

        Accounts receivable - Net Profits                  $    9,348
        Net Profits Interests                                  46,525
        Accumulated depreciation, depletion,
          and amortization of Net Profits
          Interests and valuation allowance               (    43,084)
                                                            ---------
        Net assets held for sale                           $   12,789
                                                            =========



                                      F-71
<PAGE>



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

        Accounts receivable - Net Profits                  $    6,955
        Net Profits Interests                                  44,972
        Accumulated depreciation, depletion,
          and amortization of Net Profits
          Interests and valuation allowance               (    43,708)
                                                            ---------
        Net assets held for sale                           $    8,219
                                                            =========


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

        Accounts payable - Net Profits                    ($   25,179)
        Net Profits Interests                                 560,299
        Accumulated depreciation, depletion,
          and amortization of Net Profits
          Interests and valuation allowance               (   560,299)
                                                            ---------
        Net liabilities held for sale                     ($   25,179)
                                                            =========


7.      SUBSEQUENT EVENT

        On February 5, 2007, the General  Partner mailed a notice to the limited
partners announcing that the Partnerships will terminate on December 31, 2007.

      The following  unaudited pro forma combined  balance sheets as of December
31, 2006 give effect to a change from the going  concern  basis of accounting to
the liquidation  basis of accounting.  The unaudited pro forma combined  balance
sheets are  presented as if the change had  occurred on December  31, 2006.  The
unaudited pro forma combined balance sheets are based on assumptions and include
adjustments  as  explained  in the notes to the  unaudited  pro  forma  combined
balance  sheets.  While these  balance  sheets are  prepared  with the intent of
showing fair value,  they are also based on estimates  regarding  (i) future net
cash flows until the  properties  are sold and (ii) sales  prices  which will be
received for the properties through the liquidation process.  Actual current and
future prices and costs, as well as the prices  purchasers are willing to pay at
the time the properties are sold, may differ  materially from the estimates used
in the preparation of the unaudited liquidation basis combined balance sheets.





                                      F-72
<PAGE>



        GEODYNE INSTITUTION/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-1
                   Unaudited Pro Forma Combined Balance Sheet
                                December 31, 2006


                                                   Pro Forma
                                                  Adjustments
                                                 To Liquidation      Liquidation
                                                Basis Accounting        Basis
                                   Historical       (Note B)          Pro Forma
                                  -----------   ----------------     -----------

CURRENT ASSETS:
    Cash and cash equivalents      $  496,665    ($  496,665)        $     -
    Accounts receivable:
        Net profits                    54,786    (    54,786)              -
    Assets held for sale              311,549    (   311,549)              -
                                    ---------     ----------          ---------
           Total current assets    $  863,000    ($  863,000)        $     -

NET PROFITS INTEREST utilizing
    the successful efforts
    method                         $  327,000    ($  327,000)        $     -
NET ASSETS OF PARTNERSHIP IN
LIQUIDATION, at fair value               -         7,727,575          7,727,575
                                    ---------      ---------          ---------
                                   $1,190,000     $6,537,575         $7,727,575
                                    =========      =========         ==========




                                      F-73
<PAGE>





                                                   Pro Forma
                                                  Adjustments
                                                 To Liquidation      Liquidation
                                                Basis Accounting        Basis
                                   Historical       (Note B)          Pro Forma
                                  -----------   ----------------     -----------

PARTNER'S CAPITAL (DEFICIT):
    General Partner               ($   19,475)    $1,058,331         $1,038,856
    Limited Partners, issued
      and outstanding
      108,074 units                 1,209,475      5,479,244          6,688,719
                                    ---------      ---------         ----------
        Total partners'
           capital                 $1,190,000     $6,537,575         $7,727,575
                                    ---------       --------          ---------
                                   $1,190,000     $6,537,575         $7,727,575
                                    =========      =========          =========




                                      F-74
<PAGE>



        GEODYNE INSTITUTION/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
                   Unaudited Pro Forma Combined Balance Sheet
                                December 31, 2006


                                                    Pro Forma
                                                   Adjustments
                                                  To Liquidation     Liquidation
                                                 Basis Accounting       Basis
                                   Historical        (Note B)         Pro Forma
                                  -----------    ----------------    -----------

CURRENT ASSETS:
    Cash and cash equivalents      $  852,351     ($   852,351)      $      -
    Accounts receivable:
        Net profits                    86,855     (     86,855)             -
    Assets held for sale              404,587     (    404,587)             -
                                    ---------       ----------        ----------
           Total current assets    $1,343,793     ($ 1,343,793)      $      -

NET PROFITS INTEREST utilizing
    the successful efforts
    method                         $  556,629     ($   556,629)      $      -
NET ASSETS OF PARTNERSHIP IN
LIQUIDATION, at fair value               -          11,637,467        11,637,467
                                    ---------       ----------        ----------
                                   $1,900,422      $ 9,737,045       $11,637,467
                                    =========       ==========        ==========




                                      F-75
<PAGE>



                                                    Pro Forma
                                                   Adjustments
                                                  To Liquidation     Liquidation
                                                 Basis Accounting       Basis
                                   Historical        (Note B)         Pro Forma
                                  -----------    ----------------    -----------

PARTNER'S CAPITAL:
    General Partner                $   15,052      $ 1,013,363       $ 1,028,415
    Limited Partners, issued
      and outstanding
      169,637 units                 1,885,370        8,723,682        10,609,052
                                    ---------       ----------        ----------
        Total partners'
           capital                 $1,900,422      $ 9,737,045       $11,637,467
                                    ---------       ----------        ----------
                                   $1,900,422      $ 9,737,045       $11,637,467
                                    =========       ==========        ==========




                                      F-76
<PAGE>



        GEODYNE INSTITUTION/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
                   Unaudited Pro Forma Combined Balance Sheet
                                December 31, 2006


                                                    Pro Forma
                                                   Adjustments
                                                  To Liquidation     Liquidation
                                                 Basis Accounting       Basis
                                   Historical        (Note B)         Pro Forma
                                  -----------    ----------------    -----------

CURRENT ASSETS:
    Cash and cash equivalents      $  697,647     ($  697,647)       $     -
    Accounts receivable:
        Net profits                   154,779     (   154,779)             -
    Assets held for sale               12,789     (    12,789)             -
                                    ---------       ---------         ---------
           Total current assets    $  865,215     ($  865,215)       $     -

NET PROFITS INTEREST utilizing
    the successful efforts
    method                         $  303,374     ($  303,374)       $     -
NET ASSETS OF PARTNERSHIP IN
LIQUIDATION, at fair value               -          6,401,959         6,401,959
                                    ---------       ---------         ---------
                                   $1,168,589      $5,233,370        $6,401,959
                                    =========       =========         =========




                                      F-77
<PAGE>



                                                    Pro Forma
                                                   Adjustments
                                                  To Liquidation    Liquidation
                                                 Basis Accounting      Basis
                                   Historical        (Note B)        Pro Forma
                                  -----------    ----------------   ------------

PARTNER'S CAPITAL (DEFICIT):
    General Partner               ($   45,401)     $  588,529        $  543,128
    Limited Partners, issued
      and outstanding
      126,306 units                 1,213,990       4,644,841         5,858,831
                                    ---------       ---------         ---------
        Total partners'
           capital                 $1,168,589      $5,233,370        $6,401,959
                                    ---------       ---------         ---------
                                   $1,168,589      $5,233,370        $6,401,959
                                    =========       =========         =========




                                      F-78
<PAGE>



        GEODYNE INSTITUTION/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
                   Unaudited Pro Forma Combined Balance Sheet
                                December 31, 2006


                                                    Pro Forma
                                                   Adjustments
                                                  To Liquidation     Liquidation
                                                 Basis Accounting       Basis
                                   Historical        (Note B)         Pro Forma
                                  -----------    ----------------    -----------

CURRENT ASSETS:
    Cash and cash equivalents      $  546,848      ($  546,848)       $     -
    Accounts receivable:
        Net profits                   205,280      (   205,280)             -
    Assets held for sale                8,219      (     8,219)             -
                                    ---------        ---------         ---------
           Total current assets    $  760,347      ($  760,347)       $     -

NET PROFITS INTEREST utilizing
    the successful efforts
    method                         $  701,700      ($  701,700)       $     -
NET ASSETS OF PARTNERSHIP
IN LIQUIDATION, at fair value            -           6,960,346         6,960,346
                                    ---------        ---------         ---------
                                   $1,462,047       $5,498,299        $6,960,346
                                    =========       ==========         =========


                                      F-79
<PAGE>


                                                    Pro Forma
                                                   Adjustments
                                                  To Liquidation     Liquidation
                                                 Basis Accounting       Basis
                                   Historical        (Note B)         Pro Forma
                                  -----------    ----------------    -----------

PARTNER'S CAPITAL (DEFICIT):
    General Partner               ($   24,852)      $  603,049       $  578,197
    Limited Partners, issued
      and outstanding
      118,449 units                 1,486,899        4,895,250        6,382,149
                                    ---------        ---------        ---------
        Total partners'
           capital                 $1,462,047       $5,498,299       $6,960,346
                                    ---------        ---------        ---------
                                   $1,462,047       $5,498,299       $6,960,346
                                    =========        =========        =========





                                      F-80
<PAGE>




        GEODYNE INSTITUTION/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6
                   Unaudited Pro Forma Combined Balance Sheet
                                December 31, 2006


                                                   Pro Forma
                                                  Adjustments
                                                 To Liquidation      Liquidation
                                                Basis Accounting        Basis
                                   Historical       (Note B)          Pro Forma
                                  -----------   ----------------     -----------

CURRENT ASSETS:
    Cash and cash equivalents      $  661,731    ($   661,731)       $      -
    Accounts receivable:
        Net profits                     6,110    (      6,110)              -
                                    ---------      ----------         ----------
           Total current assets    $  667,841    ($   667,841)       $      -

NET PROFITS INTEREST utilizing
    the successful efforts
    method                         $1,196,173    ($ 1,196,173)       $      -
NET ASSETS OF PARTNERSHIP IN
LIQUIDATION, at fair value               -         10,308,752         10,308,752
                                    ---------      ----------         ----------
                                   $1,864,014     $ 8,444,738        $10,308,752
                                    =========      ==========         ==========




                                      F-81
<PAGE>



                                                   Pro Forma
                                                  Adjustments
                                                 To Liquidation      Liquidation
                                                Basis Accounting        Basis
                                   Historical       (Note B)          Pro Forma
                                  -----------   ----------------     -----------

CURRENT LIABILITIES:
    Accounts payable:
        Liabilities - held
           for sale                $   25,179    ($    25,179)       $      -
                                    ---------      ----------         ----------
        Total current
          liabilities              $   25,179    ($    25,179)       $      -


PARTNER'S CAPITAL (DEFICIT):
    General Partner               ($   34,262)    $   891,308        $   857,046
    Limited Partners, issued
      and outstanding
      143,041 units                 1,873,097       7,578,609          9,451,706
                                    ---------      ----------         ----------
        Total partners'
           capital                 $1,838,835     $ 8,469,917        $10,308,752
                                    =========      ==========         ==========
                                   $1,864,014     $ 8,444,738        $10,308,752
                                    =========      ==========         ==========






                                      F-82
<PAGE>




        NOTE A - Basis of presentation

        The unaudited pro forma combined  balance sheets as of December 31, 2006
are presented as if the change in the basis of accounting from the going concern
basis to the  liquidation  basis occurred on December 31, 2006. The  liquidation
basis of  accounting  reports  the net assets of the  Partnerships  at their net
realizable value.


        NOTE B - Pro forma adjustments

        Adjustments  have been made to reduce all balance sheet  categories into
one line, net assets of partnership in liquidation,  which is an estimate of the
net  fair  value of all  partnership  assets  and  liabilities.  Cash,  accounts
receivable,  and accounts payable have all been valued at their historical cost,
which  approximates fair value. Oil and gas properties have been valued at their
estimated net sales price, which have been estimated  utilizing  discounted cash
flows based on strip  pricing as of  February 5, 2007 at a discount  rate of 10%
for proved developed producing reserves, 18% for proved developed non- producing
reserves and 20% for proved undeveloped reserves. An adjustment has been made to
the discounted cash flows for the effects of gas balancing and asset  retirement
obligations. A provision has also been made to account for expenses that will be
incurred  directly  related  to the  sale of the oil  and  gas  properties.  The
allocation  of the net  assets of  partnership  in  liquidation  to the  General
Partner and limited  partners was  calculated  using the current  allocation  of
income and expense, which may change.






                                      F-83
<PAGE>





                                INDEX TO EXHIBITS
                                -----------------
Exh.
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-84
<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      Fifth   Amendment  to  Amended  and  Restated   Agreement  of  Limited
          Partnership  dated  October 27, 2005,  for the Geodyne  Institutional/
          Pension Energy Income P-1 Limited  Partnership filed as Exhibit 4.8 to
          Registrant's  Annual  Report on Form 10-K for the year ended  December
          31,  2005,  filed  with  the  SEC on  March  29,  2006  and is  hereby
          incorporated by reference.

 4.9      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.

 4.10     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.

 4.11     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.

 4.12     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.

 4.13     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.



                                      F-85
<PAGE>




 4.14     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.

 4.15     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.

 4.16     Fifth   Amendment  to  Amended  and  Restated   Agreement  of  Limited
          Partnership  dated  October 27, 2005,  for the Geodyne  Institutional/
          Pension Energy Income P-3 Limited Partnership filed as Exhibit 4.16 to
          Registrant's  Annual  Report on Form 10-K for the year ended  December
          31,  2005,  filed  with  the  SEC on  March  29,  2006  and is  hereby
          incorporated by reference.

 4.17     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.

 4.18     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.

 4.19     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.

 4.20     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



                                      F-86
<PAGE>



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

 4.21     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.

 4.22     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.

 4.23     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.

 4.24     Fifth   Amendment  to  Amended  and  Restated   Agreement  of  Limited
          Partnership  dated  October 27, 2005,  for the Geodyne  Institutional/
          Pension Energy Income P-41 Limited  Partnership  filed as Exhibit 4.24
          to Registrant's Annual Report on Form 10-K for the year ended December
          31,  2005,  filed  with  the  SEC on  March  29,  2006  and is  hereby
          incorporated by reference.

 4.25     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.

 4.26     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.

 4.27     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



                                      F-87
<PAGE>



          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.

 4.28     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.

 4.29     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.

 4.30     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.

 4.31     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.

 4.32     Fifth   Amendment  to  Amended  and  Restated   Agreement  of  Limited
          Partnership  dated  October 27, 2005,  for the Geodyne  Institutional/
          Pension Energy Income P-5 Limited Partnership filed as Exhibit 4.32 to
          Registrant's  Annual  Report on Form 10-K for the year ended  December
          31,  2005,  filed  with  the  SEC on  March  29,  2006  and is  hereby
          incorporated by reference.

 4.33     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.

 4.34     Amended and Restated Agreement of Limited Partnership dated October 5,
          1990  for the  Geodyne  Institutional/Pension  Energy  Income  Limited
          Partnership P-



                                      F-88
<PAGE>



           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.

 4.35     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.

 4.36     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.

 4.37     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.

 4.38     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.

 4.39     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.

 4.40     Fifth   Amendment  to  Amended  and  Restated   Agreement  of  Limited
          Partnership  dated  October 27, 2005,  for the Geodyne  Institutional/
          Pension Energy Income P-6 Limited Partnership filed as Exhibit 4.40 to
          Registrant's  Annual  Report on Form 10-K for the year ended  December
          31,  2005,  filed  with  the  SEC on  March  29,  2006  and is  hereby
          incorporated by reference.



                                      F-89
<PAGE>



 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     Third Amendment to Amended and Restated Agreement of Partnership dated
          October 27, 2005 for the Geodyne NPI  Partnership P-1 filed as Exhibit
          10.4 to  Registrant's  Annual  Report on Form 10-K for the year  ended
          December 31, 2005,  filed with the SEC on March 29, 2006 and is hereby
          incorporated by reference.

 10.5     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.

 10.6     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.

 10.7     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.

 10.8     Third Amendment to Agreement of Partnership  dated October 27, 2005for
          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, 2005, filed
          with  the  SEC on  March  29,  2006  and  is  hereby  incorporated  by
          reference.



                                      F-90
<PAGE>



 10.9     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.

 10.10    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.

 10.11    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.

 10.12    Third Amendment to Agreement of Partnership dated October 27, 2005 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, 2005, filed
          with  the  SEC on  March  29,  2006  and  is  hereby  incorporated  by
          reference.

 10.13    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.

 10.14    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.

 10.15    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.

 10.16    Third Amendment to Agreement of Partnership dated October 27, 2005 for
          the Geodyne NPI Partnership P-5 filed as Exhibit 10.16 to Registrant's
          Annual Report on Form 10-K for the year ended December 31, 2005, filed
          with  the  SEC on  March  29,  2006  and  is  hereby  incorporated  by
          reference.

 10.17    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



                                      F-91
<PAGE>



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

 10.18    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.

 10.19    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.

 10.20    Third Amendment to Agreement of Partnership dated October 27, 2005 for
          the Geodyne NPI Partnership P-6 filed as Exhibit 10.20 to Registrant's
          Annual Report on Form 10-K for the year ended December 31, 2005, filed
          with  the  SEC on  March  29,  2006  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.



                                      F-92
<PAGE>



*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.

*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.



                                      F-93
<PAGE>




        All other Exhibits are omitted as inapplicable.

                      ----------

                      *Filed herewith.





                                      F-94