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

For the fiscal year ended December 31, 1997

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

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

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

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

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

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

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

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

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

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

      DOCUMENTS INCORPORATED BY REFERENCE: None




<PAGE>




                                 FORM 10-K405
                               TABLE OF CONTENTS



PART I.......................................................................1
      ITEM 1.     BUSINESS...................................................1
      ITEM 2.     PROPERTIES.................................................7
      ITEM 3.     LEGAL PROCEEDINGS.........................................15
      ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......18

PART II.....................................................................18
      ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS......18
      ITEM 6.     SELECTED FINANCIAL DATA...................................21
      ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS.......................24
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............42
      ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.......................42

PART III....................................................................42
      ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL
                  PARTNER...................................................42
      ITEM 11.    EXECUTIVE COMPENSATION....................................43
      ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT................................................50
      ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............52

PART IV.....................................................................55
      ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
                  ON FORM 8-K...............................................55
    SIGNATURES..............................................................61




<PAGE>





                                    PART I.

ITEM 1.  BUSINESS

      General

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

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

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


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



                                       1
<PAGE>




      The  General  Partner  currently  serves as general  partner of 29 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, the
"Samson Companies"),  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, 1997, the Samson Companies owned interests
in  approximately  13,000  oil and gas wells  located in 19 states of the United
States and the countries of Canada, Venezuela, and Russia. At December 31, 1997,
the Samson Companies operated  approximately  2,500 oil and gas wells located in
15 states of the United States, as well as Canada, Venezuela, and Russia.

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

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

      As limited partnerships,  the Partnerships have no officers, directors, or
employees.  They rely instead on the  personnel  of the General  Partner and the
other Samson  Companies.  As of February 1, 1998, the Samson Companies  employed
approximately  820 persons.  No employees are covered by  collective  bargaining
agreements,  and management  believes that the Samson Companies  provide a sound
employee relations environment. For information regarding the executive officers



                                       2
<PAGE>



of the General Partner,  see "Item 10.  Directors and Executive  Officers of the
General Partner."

      The General Partner's and the Partnerships' principal place of business is
located at Samson Plaza,  Two West Second Street,  Tulsa,  Oklahoma  74103,  and
their telephone number is (918) 583-1791 or (800) 283-1791.


      Funding

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


      Principal Products Produced and Services Rendered

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


      Competition and Marketing

      The  domestic  oil and gas  industry is highly  competitive,  with a large
number of companies and  individuals  engaged in the exploration and development
of oil and gas properties. The ability of the Partnerships to produce and market
oil and gas  profitably  depends  on a number of  factors  that are  beyond  the
control  of  the  Partnerships.   These  factors  include  worldwide   political
instability  (especially  in  oil-producing  regions),   United  Nations  export
embargoes,  the supply and price of foreign imports of oil and gas, the level of
consumer product demand (which can be heavily  influenced by weather  patterns),
government  regulations  and taxes,  the price and  availability  of alternative
fuels,  the overall economic  environment,  and the availability and capacity of
transportation and processing facilities.  The effect of these factors on future
oil and gas industry trends cannot be accurately predicted or anticipated.



                                       3
<PAGE>




      The most important  variable  affecting the Partnerships'  revenues is the
prices  received for the sale of oil and gas.  Predicting  future prices is very
difficult.  Concerning  past trends,  average yearly  wellhead gas prices in the
United States have been volatile for a number of years.  For the past ten years,
such  average  prices have  generally  been in the $1.40 to $2.40 per Mcf range,
significantly  below prices  received in the early 1980s.  Average gas prices in
the latter part of 1996 and parts of 1997,  however,  were somewhat  higher than
those yearly averages. Gas prices are currently in the higher end of the 10-year
average price range described above.

      Substantially  all of the Partnerships' gas reserves are being sold on the
"spot  market."  Prices on the spot  market  are  subject to wide  seasonal  and
regional pricing  fluctuations due to the highly  competitive nature of the spot
market. In addition,  such spot market sales are generally  short-term in nature
and are dependent  upon the  obtaining of  transportation  services  provided by
pipelines.  Spot prices for the Partnerships'  gas decreased from  approximately
$3.57 per Mcf at December  31, 1996 to  approximately  $2.32 per Mcf at December
31, 1997. Such prices were on an MMBTU basis and differ from the prices actually
received by the  Partnerships  due to  transportation  and marketing  costs, BTU
adjustments, and regional price and quality differences.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel range.  Due to global  consumption and supply trends
over the last several  months as well as  expectations  of at least a short-term
slowdown in Asian energy  demand,  oil prices have  recently  been in the mid to
lower  portions of this  pricing  range,  and in early 1998 dropped to as low as
approximately  $13.75  per  barrel.  It is not known  whether  this  trend  will
continue.  Prices for the Partnerships' oil decreased from approximately  $23.75
per barrel at December 31, 1996 to  approximately  $16.25 per barrel at December
31, 1997.

      Future prices for both oil and gas will likely be different  from (and may
be lower  than) the prices in effect on  December  31,  1997.  Primarily  due to
heating  season  demand,  year-end  prices in many past years have  tended to be
higher, and in some cases  significantly  higher,  than the yearly average price
actually  received  by  the  Partnerships  for  at  least  the  following  year.
Management  is unable to predict  whether  future  oil and gas  prices  will (i)
stabilize, (ii) increase, or (iii) decrease.

      Significant Customers

      The following  customers  accounted for ten percent or more of the oil and
gas sales  attributable to the  Partnerships'  Net Profits  Interests during the
year ended December 31, 1997:





                                       4
<PAGE>



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

       P-1           El Paso Energy Marketing
                       Company ("El Paso")                    25.19%
                     Chevron U.S.A., Inc.                     10.82%

       P-2           El Paso                                  24.39%
                     Texaco Exploration and
                       Production, Inc.
                       ("Texaco")                             11.11%

       P-3           El Paso                                  24.23%
                     Texaco                                   11.18%

       P-4           El Paso                                  49.10%
                     Valero Industrial Gas LP                 13.56%
                     Phibro Energy, Inc.                      10.70%

       P-5           El Paso                                  64.98%

       P-6           El Paso                                  28.16%
                     HPL Resources Company                    19.85%
                     Tejas Gas Marketing
                       Company                                14.13%

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

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


      Oil, Gas, and Environmental Control Regulations

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



                                       5
<PAGE>



regulations,  operations and revenues may be impacted to the extent that certain
regulations limit oil and gas production to below economic levels.

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

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

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


      Insurance Coverage

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








                                       6
<PAGE>




ITEM 2.  PROPERTIES

      Well Statistics

      The following table sets forth the number of productive wells in which the
Partnerships had a Net Profits Interest as of December 31, 1997.

            P/ship                Number of Wells(1)
            ------      ------------------------------------
                        Total       Oil      Gas      N/A(2)
                        -----      -----    -----     ------

             P-1          956       730      197         29
             P-2        1,009       757      223         29
             P-3        1,009       757      223         29
             P-4          209       103      105          1
             P-5           74        22       51          1
             P-6          126        36       89          1

---------------
(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.
(2)   Wells which have not been designated as oil or gas.


      Drilling Activities

      The P-4 Partnership indirectly participated in the drilling of the Schwarz
No. 8 well located in Webb County, Texas which was drilled as a development well
in August 1997.  The well was not capable of commercial  production and has been
plugged  and  abandoned.   No  other  Partnerships  were  involved  in  drilling
activities.


      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.



                                       7
<PAGE>




                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       1997           1996           1995
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                        32,044         33,798         39,075
      Gas (Mcf)                        357,516        468,446        524,079

   Oil and gas sales:
      Oil                           $  598,856     $  670,897     $  629,419
      Gas                              813,010        911,723        704,485
                                     ---------      ---------      ---------
         Total                      $1,411,866     $1,582,620     $1,333,904
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $18.69         $19.85         $16.11
      Per Mcf of gas                      2.27           1.95           1.34


                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       1997           1996           1995
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                    $   22,873         24,049         28,040
      Gas (Mcf)                        301,132        390,047        443,985

   Oil and gas sales:
      Oil                           $  428,036     $  478,550     $  453,329
      Gas                              697,928        764,204        604,448
                                      --------      ---------      ---------
         Total                      $1,125,964     $1,242,754     $1,057,777
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $18.71         $19.90         $16.17
      Per Mcf of gas                      2.32           1.96           1.36





                                       8
<PAGE>



                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       1997           1996           1995
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                        42,259         44,496         51,963
      Gas (Mcf)                        565,052        737,600        840,970

   Oil and gas sales:
      Oil                           $  791,047     $  885,630     $  840,314
      Gas                            1,312,229      1,441,296      1,143,030
                                     ---------      ---------      ---------
         Total                      $2,103,276     $2,326,926     $1,983,344
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $18.72         $19.90         $16.17
      Per Mcf of gas                      2.32           1.95           1.36


                              Net Production Data

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

                                              Year Ended December 31,
                                    ----------------------------------------
                                       1997           1996           1995
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                        19,686         22,949         28,847
      Gas (Mcf)                        513,815        630,841        885,642

   Oil and gas sales:
      Oil                           $  387,375     $  477,130     $  505,129
      Gas                            1,267,510      1,332,412      1,299,908
                                     ---------      ---------      ---------
         Total                      $1,654,885     $1,809,542     $1,805,037
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $19.68         $20.79         $17.51
      Per Mcf of gas                      2.47           2.11           1.47





                                       9
<PAGE>



                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       1997           1996           1995
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                         7,972         10,757         10,842
      Gas (Mcf)                        516,756        627,998        784,863

   Oil and gas sales:
      Oil                           $  158,471     $  214,553     $  185,791
      Gas                            1,148,588      1,229,170      1,061,514
                                     ---------      ---------      ---------
         Total                      $1,307,059     $1,443,723     $1,247,305
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $19.88         $19.95         $17.14
      Per Mcf of gas                      2.22           1.96           1.35


                              Net Production Data

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

                                            Year Ended December 31,
                                    ----------------------------------------
                                       1997           1996           1995
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                        18,461         21,377         19,149
      Gas (Mcf)                        984,971      1,162,652      1,380,123

   Oil and gas sales:
      Oil                           $  354,536     $  437,360     $  318,880
      Gas                            2,231,611      2,359,218      1,819,370
                                     ---------      ---------      ---------
         Total                      $2,586,147     $2,796,578     $2,138,250
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $19.20         $20.46         $16.65
      Per Mcf of gas                      2.27           2.03           1.32




                                       10
<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, 1997 which were
attributable to the Partnerships' Net Profits Interests. (Throughout this Annual
Report,  such  interests  will  be  referred  to as  the  Partnerships'  "proved
reserves.")  The  schedule  of  quantities  of proved oil and gas  reserves  was
prepared by the General Partner in accordance  with the rules  prescribed by the
Securities and Exchange Commission (the "SEC").  Certain reserve information was
reviewed  by  Ryder  Scott  Company  Petroleum  Engineers  ("Ryder  Scott"),  an
independent  petroleum  engineering firm. As used throughout this Annual Report,
"proved  reserves"  refers to those estimated  quantities of crude oil, gas, and
gas liquids which  geological and engineering  data  demonstrate with reasonable
certainty to be  recoverable  in future years from known oil and gas  reservoirs
under existing economic and operating conditions.

      Net present  value  represents  estimated  future gross cash flow from the
production and sale of proved reserves,  net of estimated oil and gas production
costs (including production taxes, ad valorem taxes, and operating expenses) and
estimated  future  development  costs,  discounted at 10% per annum. Net present
value of the proved  reserves was  calculated  on the basis of current costs and
prices at December 31, 1997.  Such prices were not  escalated  except in certain
circumstances   where  escalations  were  fixed  and  readily   determinable  in
accordance with applicable contract  provisions.  The prices used in calculating
the net present value of the proved reserves do not  necessarily  reflect market
prices for oil and gas  production  subsequent  to December 31,  1997.  Year-end
prices have generally been higher than prices during the rest of the year. There
can be no assurance that the prices used in calculating the net present value at
December 31, 1997 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.




                                       11
<PAGE>




                              Proved Reserves and
                              Net Present Values
                             From Proved Reserves

                          As of December 31, 1997(1)

P-1 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                 2,283,493
      Oil and liquids (Bbls)                                      216,666

   Net present value (discounted at 10% per annum)             $4,222,872


P-2 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                 2,042,600
      Oil and liquids (Bbls)                                      160,322

   Net present value (discounted at 10% per annum)             $3,430,173


P-3 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                 3,838,854
      Oil and liquids (Bbls)                                      297,256

   Net present value (discounted at 10% per annum)             $6,404,345


P-4 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                 2,659,848
      Oil and liquids (Bbls)                                       55,834

   Net present value (discounted at 10% per annum)             $3,808,632


P-5 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                 3,029,466
      Oil and liquids (Bbls)                                       51,228

   Net present value (discounted at 10% per annum)             $3,375,677





                                       12
<PAGE>



P-6 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                 4,963,503
      Oil and liquids (Bbls)                                      123,737

   Net present value (discounted at 10% per annum)             $5,658,742

---------

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

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


Significant Properties

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

      The Anadarko Basin is located in western Oklahoma and the Texas panhandle,
while the Gulf Coast Basin is located in southern Louisiana and southeast Texas.
The Southern Oklahoma Folded Belt Basin is located in southern  Oklahoma,  while
the Permian Basin is located in west Texas and  southeast  New Mexico.  Southern
Arkansas and northern  Louisiana  contain the Arkla Basin. The San Juan Basin is
located in northwest New Mexico and southwest Colorado.





                                       13
<PAGE>




                                  Significant Properties
                                  ----------------------

                                Wells     
                             Operated by
                             Affiliates       Oil         Gas
                     Total   -----------    Reserves    Reserves    Present  
Basin                Wells   Number    %     (Bbl)       (Mcf)       Value    
-----------          -----   ------   ---   --------   ---------   --------- 
P-1 P/ship:                                                                  
  Permian            3,353       4     -%   202,788    1,115,469   $2,894,958
  Anadarko              90      17    19%     2,690    1,076,389    1,210,410
                                                                             
P-2 P/ship:                                                                  
  Permian            3,353       4     -%   138,619      764,968   $1,992,747
  Anadarko              90      17    19%     2,596      832,915      940,803
  South. Ok.                                                                 
   Folded Belt          29      23    79%    10,150      334,056      381,106
                                                                             
P-3 P/ship:                                                                  
  Permian            3,353       4     -%   255,626    1,413,384   $3,679,254
  Anadarko              90      17    19%     4,869    1,547,715    2,084,444
  South. Ok.                                                                 
   Folded Belt          29      23    79%    19,970      657,561      750,217
                                                                             
P-4 P/ship:                                                                  
  Gulf Coast            75      14    19%    36,821    1,076,649   $1,799,708
  Anadarko              65       9    14%     4,964      818,029    1,016,358
  Arkla                 40       -     -%     5,620      408,926      718,252
                                                                             
P-5 P/ship:                                                                  
  Anadarko             109      32    29%     7,750    1,903,947   $2,035,653
  South. Ok.                                                                 
   Folded Belt          72       -     -%    29,078      464,107      638,267
  Permian               58      28    48%    10,311      551,659      496,318
                                                                             
P-6 P/ship:                                                                  
  Anadarko             109      32    29%     5,309    1,834,007   $1,916,976
  Permian               61      30    49%    14,387    1,758,401    1,793,195
  South. Ok.                                                                 
   Folded Belt          88      14    16%    89,328      319,551      852,543
  Gulf Coast            12       1     8%     5,703      630,817      727,101
                                                                      




                                       14
<PAGE>





      Title to Oil and Gas Properties

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

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


ITEM 3.  LEGAL PROCEEDINGS

      On December 6, 1994, the Partnerships,  among other parties, were named as
defendants  in a lawsuit  alleging  causes of action  based on fraud,  negligent
misrepresentation,  breach of fiduciary duty,  breach of implied  covenant,  and
breach  of  contract  in  connection  with  the  offer  and sale of units in the
Partnerships ("Units") (Marion Wolfe v. Geodyne Resources, Inc., et al. Case No.
94-059799,  District Court of Harris County,  Texas).  The plaintiff's  petition
alleged  that the lawsuit was being  brought as a class  action on behalf of the
investors who purchased  Units. The lawsuit has been  consolidated  with another
lawsuit which is also pending in Harris County, Texas, Sidney Neidick, et al. v.
Geodyne  Resources,  Inc., et al, Case No.  94-052860,  District Court of Harris
County,  Texas.  On June 7, 1995,  Geodyne and the  Partnerships  were dismissed
without prejudice as defendants in the matter. In addition, on June 7, 1995, the
matter was certified as a class action.

      On  November  23  and  25,   1994,   Geodyne,   PaineWebber   Incorporated
("PaineWebber"),  and certain  other  parties  were named as  defendants  in two
related lawsuits alleging  misrepresentations  made to induce investments in the
Partnerships  and asserting causes of action for common law fraud and deceit and
unjust enrichment (Romine v. PaineWebber, Inc. et al, Case No. 94-CIV-8558, U.S.
District Court,  Southern District of New York and Romine v. PaineWebber,  Inc.,
et al, Case No. 94-132844, Supreme Court of the State of New York, County of New
York). The federal court case was later  consolidated with other similar actions
(to which  Geodyne is not a party)  under the title In Re:  PaineWebber  Limited
Partnerships'  Litigation  (the  "Federal  Partnership  Class  Action")  and was
certified  as a class  action on May 30,  1995.  The Federal  Partnership  Class
Action also alleges  violations of 18 U.S.C.  Section 1962(c) and the Securities



                                       15
<PAGE>



Exchange Act of 1934.  Compensatory and punitive  damages,  interest,  and costs
have been  requested  in both  matters.  The  amended  complaint  in the Federal
Partnership Class Action no longer asserts any claim directly against Geodyne.

      On January 18, 1996, PaineWebber issued a press release indicating that it
had reached an agreement to settle the pending Federal  Partnership Class Action
along with the consolidated Neidick matter referred to above (collectively,  the
"PaineWebber  Partnership Class Actions"),  along with a settlement with the SEC
and an agreement to settle with various  state  securities  regulators.  On that
date,  PaineWebber paid $125 million into an interest bearing account as part of
a memorandum of  understanding  in connection with the proposed  settlement (the
"Settlement  Fund").  The Settlement  Fund applies to claims related to both the
Partnerships  and certain  other  investment  programs sold by  PaineWebber.  In
addition, PaineWebber agreed to a SEC administrative order creating a capped $40
million fund (the "SEC Claims  Fund"),  which is to be  distributed  to eligible
Limited Partners by an independent administrator (the "Claims Administrator"); a
civil  penalty of $5 million  leveled by the SEC;  and payments  aggregating  $5
million to state securities administrators. Such settlement is not an obligation
of either the  Partnerships  or Geodyne and,  accordingly,  would not affect the
financial statements of the Partnerships.

      In connection with the PaineWebber  Partnership Class Actions, on July 17,
1996 the federal  court  entered a preliminary  order  regarding the  settlement
proceedings  referred  to above.  Pursuant to that  order,  plaintiffs'  counsel
mailed to class members the Class Settlement  Notice (the "Notice") and Proof of
Claim.  Eligible  class  members are generally  those who purchased  their Units
through  PaineWebber  on or  before  December  31,  1992  and who  have  not (i)
previously  opted out of the Class,  (ii) previously  released  PaineWebber,  or
(iii) finally adjudicated their claims against PaineWebber.

      Plaintiffs'  counsel will be responsible for allocating  payments from the
$125 million  Settlement  Fund previously  funded by PaineWebber  among eligible
Limited  Partners and investors in other unrelated  PaineWebber  partnerships in
accordance  with the  settlement.  The amount and date of any payment  will vary
depending  upon many factors set forth in the Notice.  It is currently  expected
that payments from the Settlement Fund will be made some time in 1998.

      In addition,  eligible Limited Partners in the Partnerships who held their
Units on June 3, 1996 may be entitled  to certain  additional  payments  from an
escrow fund to which PaineWebber will make payments through May 30, 2001 if spot
market  oil and  natural  gas  prices  as  reported  by the New York  Mercantile
Exchange  fall below  certain  thresholds  set forth in the Notice (the "Pricing
Guarantee").  The threshold prices used in the Pricing  Guarantee are $18.00 per
barrel of oil and $1.80 per Mcf of gas. Under the Notice,  PaineWebber payments,



                                       16
<PAGE>



if any, made pursuant to the Pricing  Guarantee will be paid to Limited Partners
of  record  on  June  30,  1996   irrespective  of  whether  they   subsequently
sell/dispose  of their Units to third  parties.  The Pricing  Guarantee does NOT
attach to the Units as an attribute of ownership in the  Partnerships and is not
an obligation of either Geodyne or the Partnerships.

      A look back provision is also included in the settlement which may provide
additional  funds as of January 1, 2001 for  eligible  Limited  Partners.  Class
members who sold their  Units  prior to June 30,  1996 will not be eligible  for
payments, if any, under the Pricing Guarantee or the look back provision.

      Eligible  Limited  Partners were  required to timely  execute and return a
proof of claim by January 17, 1997 in order to participate in the settlement.

      In  connection  with the SEC Claims Fund,  on April 17, 1996,  PaineWebber
mailed a Notice and Claim Form to each Limited  Partner who  purchased  Units in
the Partnerships  through PaineWebber from January 1, 1986 to December 31, 1992.
Limited  Partners are not eligible to  participate in the claims process if they
(i) previously  reached a settlement  with  PaineWebber or (ii) had their direct
investment  claim resolved by a court or in  arbitration.  Participation  in the
claims process is optional, and does not prevent a Limited Partner from pursuing
any other remedy against PaineWebber that may be available. Limited Partners had
until  October 22,  1996 to complete  the claim form and return it to the Claims
Administrator.  The  determination of whether a Limited Partner is entitled to a
recovery  under the SEC  Claims  Fund will be based on whether or not the Claims
Administrator   determines  that  the  Limited   Partner's   investment  in  the
Partnerships was suitable for him at the time of purchase.  In addition,  if the
Limited  Partner has opted out of the PaineWebber  Partnership  Class Action and
has not already settled with  PaineWebber or has had a claim resolved by a court
or in arbitration,  the Claims Administrator will also consider allegations that
misrepresentations were made in connection with the sale of the Units.

      On March 20, 1997 the  settlement  described  above was  confirmed  by the
federal court.  Certain limited partners in partnerships that were not sponsored
by the General Partner appealed the confirmation; however, all such appeals were
denied by the United States Second  Circuit Court of Appeals and the  settlement
order is now final.  The parties are currently  awaiting a ruling by the federal
district  judge  as to the  amount  of  attorneys'  fees  to be  awarded  to the
plaintiffs' attorneys from the Settlement Fund. The General Partner expects that
the  Settlement  Fund will be distributed to eligible class members within a few
months following the entry of a final order on the attorneys' fees.




                                       17
<PAGE>



      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 1997.


PART II.

ITEM 5.  MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS

      As  of  January  31,  1998,  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             868
                P-2             90,094             655
                P-3            169,637           1,466
                P-4            126,306             996
                P-5            118,449           1,061
                P-6            143,041             811


      Units were initially sold for a price of $100. The Units are not traded on
any exchange and there is no public trading market for them. The General Partner
is aware of certain transfers of Units between unrelated parties,  some of which
are facilitated by secondary trading firms and matching  services.  In addition,
as further described below, the General Partner is aware of certain "4.9% tender
offers" which have been made for the Units.  The General  Partner  believes that
the transfers between unrelated parties have been limited and sporadic in number
and volume. Other than trades facilitated by certain secondary trading firms and
matching  services,  no  organized  trading  market for Units exists and none is
expected  to  develop.  Due to the  nature of these  transactions,  the  General
Partner has no verifiable  information regarding prices at which Units have been
transferred.  Further,  a transferee may not become a substitute Limited Partner
without the consent of the General Partner.




                                       18
<PAGE>



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

                      1996                           1997               1998
            ----------------------        ------------------------      ----
            1st    2nd    3rd    4th      1st     2nd    3rd   4th      1st
P/ship      Qtr.   Qtr.   Qtr.   Qtr.     Qtr.    Qtr.   Qtr.  Qtr.     Qtr.
------      ----   ----   ----   ----     ----    ----   ----  ----     ----

 P-1        $19    $17    $25    $22      $20     $26    $22   $20      $16
 P-2         19     17     24     21       19      25     21    20       16
 P-3         19     17     24     21       19      26     22    20       16
 P-4         15     12     18     15       13      17     13    11        9
 P-5         13     12     16     14       12      16     14    13       11
 P-6         27     25     26     22       20      22     19    17       14

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

      Cash Distributions

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




                                       19
<PAGE>



      The  following  is a summary  of cash  distributions  paid to the  Limited
Partners during 1996 and 1997 and the first quarter of 1998:


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

                                 1996
            ------------------------------------------------
              1st           2nd         3rd          4th
   P/ship   Quarter       Quarter     Quarter      Quarter(1)
   ------   ---------     -------     ---------    ----------

    P-1       $1.98       $2.00         $2.45        $2.98
    P-2        1.64        1.70          2.31         2.77
    P-3        1.69        1.70          2.06         2.76
    P-4        2.09        2.41          2.19         2.93
    P-5        1.40        1.61          1.85         2.01
    P-6        1.61        2.20          2.22         4.04

                                1997                                1998
            --------------------------------------------------    ----------
              1st           2nd         3rd           4th           1st
   P/ship   Quarter(1)    Quarter     Quarter(1)    Quarter(1)    Quarter(1)
   ------   ----------    -------     ----------   -----------    ----------

    P-1       $2.61       $2.73         $3.90        $2.19          $4.52
    P-2        2.36        2.66(1)       4.00         1.84           3.95
    P-3        2.33        2.64(1)       4.02         1.82           3.90
    P-4        2.54        3.42          4.04         1.84           1.75
    P-5        2.00        2.90          2.16         1.39           1.74
    P-6        2.09        4.63(1)       2.47         2.43           2.49


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



                                       20
<PAGE>




ITEM 6.  SELECTED FINANCIAL DATA

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

                                                 Selected Financial Data

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

                                 1997            1996           1995             1994          1993
                             ------------    ------------   ------------     ------------   ----------

<S>                          <C>             <C>            <C>              <C>           <C>       
Net Profits                   $1,064,105      $1,191,311     $  935,026       $1,089,659    $1,216,344
Net Income (Loss):
   Limited Partners              106,676         773,173          6,098      (    82,364)       84,309
   General Partner                54,016          53,849         33,359           38,499        45,008
   Total                         160,692         827,022         39,457      (    43,865)      129,317
Limited Partners' Net
   Income (Loss) per
   Unit                              .99            7.15            .06      (       .76)          .78
Limited Partners' Cash
   Distributions per Unit          11.43            9.41           6.99             8.60          8.92
Total Assets                   2,076,686       3,230,759      3,488,930        4,243,473     5,268,338
Partners' Capital (Deficit)
   Limited Partners            2,164,101       3,293,425      3,537,252        4,286,154     5,298,518
   General Partner           (    87,415)    (    62,666)   (    48,322)     (    42,681)  (    30,180)
Number of Units
   Outstanding                   108,074         108,074        108,074          108,074       108,074

</TABLE>



<PAGE>
<TABLE>
<CAPTION>


                                                 Selected Financial Data

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

                                 1997            1996           1995             1994          1993
                             ------------    ------------   ------------     ------------   ----------

<S>                          <C>             <C>            <C>              <C>            <C>       

Net Profits                   $  836,494      $  911,429     $  715,608       $  786,768     $  962,561                            
Net Income (Loss):                                                                       
   Limited Partners               45,213         551,248    (   182,851)     (    99,086)   (    54,217)                           
   General Partner                41,244          40,232         23,562           26,363         34,851                            
   Total                          86,457         591,480    (   159,289)     (    72,723)   (    19,366)                           
Limited Partners' Net                                                                    
   Income (Loss) per Unit            .50            6.12    (      2.03)     (      1.10)   (       .60)                           
Limited Partners' Cash                                                                   
   Distributions per Unit          10.86            8.42           6.04             8.66           8.45                            
Total Assets                   1,686,752       2,635,549      2,854,539        3,586,328      4,483,051                            
Partners' Capital (Deficit)                                                              
   Limited Partners            1,759,190       2,692,977      2,900,729        3,628,580      4,507,666                            
   General Partner           (    72,438)    (    57,428)   (    46,190)     (    42,252)   (    24,615)                           
Number of Units                                                                          
   Outstanding                    90,094          90,094         90,094           90,094         90,094                            
</TABLE>
                                                                              




                                       21
<PAGE>
<TABLE>
<CAPTION>



                                                 Selected Financial Data

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


                                 1997            1996           1995             1994          1993
                             ------------    ------------   ------------     ------------   ----------

<S>                          <C>             <C>            <C>              <C>            <C>       

Net Profits                   $1,559,975      $1,706,259     $1,327,052       $1,472,407     $1,798,809                          
Net Income (Loss):                                                                       
   Limited Partners               30,632       1,024,694    (   413,819)     (   183,184)   (   161,726)                         
   General Partner                76,414          75,192         42,468           49,058         64,658                          
   Total                         107,046       1,099,886    (   371,351)     (   134,126)   (    97,068)                         
Limited Partners' Net                                                                    
   Income (Loss) per                                                                     
   Unit                              .18            6.04    (      2.44)     (      1.08)   (       .95)                         
Limited Partners' Cash                                                                   
   Distributions per                                                                     
   Unit                            10.81            8.21           6.21             8.60           8.22                          
Total Assets                   3,136,542       4,968,083      5,355,843        6,836,194      8,508,320                          
Partners' Capital                                                                        
   (Deficit)                                                                             
   Limited Partners            3,273,800       5,075,168      5,442,474        6,911,293      8,554,477                          
   General Partner           (   137,258)    (   107,085)   (    86,631)     (    75,099)   (    46,157)                         
Number of Units                                                                          
   Outstanding                   169,637         169,637        169,637          169,637        169,637                          
                                                                             

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                                 Selected Financial Data

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

                                 1997            1996           1995             1994          1993
                             ------------    ------------   ------------     ------------   ----------

<S>                          <C>             <C>            <C>              <C>            <C>       

Net Profits                   $1,290,780      $1,373,635      $1,251,153      $1,779,306     $2,136,768                          
Net Income (Loss):                                                                       
   Limited Partners               52,241         584,825     (   496,777)    (   152,785)       339,911                          
   General Partner                49,097          52,931          40,039          64,877         84,873                          
   Total                         101,338         637,756     (   456,738)    (    87,908)       424,784                          
Limited Partners' Net                                                                    
   Income (Loss) per Unit            .41            4.63     (      3.93)    (      1.21)          2.69                          
Limited Partners' Cash                                                                   
   Distributions per Unit          11.84            9.62            8.36           15.11          10.87                          
Total Assets                   1,827,292       3,283,477       3,940,479       5,506,217      7,607,125                          
Partners' Capital (Deficit)                                                              
   Limited Partners            1,922,091       3,364,850       3,995,025       5,546,802      7,609,587                          
   General Partner           (    94,799)    (    81,373)    (    54,546)    (    40,585)   (     2,462)                         
Number of Units                                                                          
   Outstanding                   126,306         126,306         126,306         126,306        126,306                          
                                                                             
</TABLE>



<PAGE>
<TABLE>
<CAPTION>


                                                 Selected Financial Data

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


                                 1997            1996           1995             1994          1993
                             ------------    ------------   ------------     ------------   ----------

<S>                          <C>             <C>            <C>              <C>            <C>       
Net Profits                   $1,000,125      $1,112,631     $  938,957       $1,180,970     $1,228,404                          
Net Income (Loss):                                                                       
   Limited Partners          (   355,086)        593,334    (   201,341)     ( 1,811,683)   (   755,849)                         
   General Partner                34,199          46,364         30,697           24,070         37,195                          
   Total                     (   320,887)        639,698    (   170,644)     ( 1,787,613)   (   718,654)                         
Limited Partners' Net                                                                    
   Income (Loss) per Unit    (      3.00)           5.01    (      1.70)     (     15.30)   (      6.38)                         
Limited Partners' Cash                                                                   
   Distributions per Unit           8.45            6.87           5.79             8.99           4.80                          
Total Assets                   1,621,507       2,993,188      3,225,517        4,115,661      7,050,262                          
Partners' Capital (Deficit)                                                              
   Limited Partners            1,696,190       3,053,276      3,273,942        4,160,283      7,036,966                          
   General Partner           (    74,683)    (    60,088)   (    48,425)     (    44,622)   (     9,192)                         
Number of Units                                                                          
   Outstanding                   118,449         118,449        118,449          118,449        118,449                          
                                                                             
</TABLE>




                                       22
<PAGE>
<TABLE>
<CAPTION>



                                                 Selected Financial Data

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

                                 1997            1996           1995             1994          1993
                             ------------    ------------   ------------     ------------   ----------

<S>                          <C>             <C>            <C>              <C>            <C>       

Net Profits                   $1,793,685      $2,002,957     $1,284,185       $1,487,321     $1,638,647                          
Net Income (Loss):                                                                       
   Limited Partners               97,934         996,385    (   907,347)     (   346,636)   (   221,515)                         
   General Partner                67,889          84,925         36,393           50,124         58,274                          
   Total                         165,823       1,081,310    (   870,954)     (   296,512)   (   163,241)                         
Limited Partners' Net                                                                    
   Income (Loss) per Unit            .68            6.97    (      6.34)     (      2.42)   (      1.54)                         
Limited Partners' Cash                                                                   
   Distributions per Unit          11.62           10.07           5.73             9.52           6.46                          
Total Assets                   3,112,118       4,714,677      5,170,032        6,903,486      8,676,186                          
Partners' Capital (Deficit)                                                              
   Limited Partners            3,208,632       4,773,698      5,217,313        6,944,660      8,651,296                          
   General Partner           (    96,514)    (    59,021)   (    47,281)     (    41,174)   (    21,298)                         
Number of Units                                                                          
   Outstanding                   143,041         143,041        143,041          143,041        143,041                          
</TABLE>
                                                                             
                                                                        

                                       23
<PAGE>
                                                      





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


      Use of Forward-Looking Statements and Estimates

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

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


      General Discussion

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



                                       24
<PAGE>



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

      The most important  variable  affecting the Partnerships'  revenues is the
prices  received for the sale of oil and gas.  Predicting  future prices is very
difficult.  Concerning  past trends,  average yearly  wellhead gas prices in the
United States have been volatile for a number of years.  For the past ten years,
such  average  prices have  generally  been in the $1.40 to $2.40 per Mcf range,
significantly  below prices  received in the early 1980s.  Average gas prices in
the latter part of 1996 and parts of 1997,  however,  were somewhat  higher than
those yearly averages. Gas prices are currently in the higher end of the 10-year
average price range described above.

      Substantially  all of the Partnerships' gas reserves are being sold on the
"spot  market."  Prices on the spot  market  are  subject to wide  seasonal  and
regional pricing  fluctuations due to the highly  competitive nature of the spot
market. In addition,  such spot market sales are generally  short-term in nature
and are dependent  upon the  obtaining of  transportation  services  provided by
pipelines.  Spot prices for the Partnerships'  gas decreased from  approximately
$3.57 per Mcf at December  31, 1996 to  approximately  $2.32 per Mcf at December
31, 1997. Such prices were on an MMBTU basis and differ from the prices actually
received by the  Partnerships  due to  transportation  and marketing  costs, BTU
adjustments, and regional price and quality differences.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel range.  Due to global  consumption and supply trends
over the last several  months as well as  expectations  of at least a short-term
slowdown in Asian energy  demand,  oil prices have  recently  been in the mid to
lower  portions  of this  pricing  range and in early 1998  dropped to as low as
approximately  $13.75  per  barrel.  It is not known  whether  this  trend  will
continue.  Prices for the Partnerships' oil decreased from approximately  $23.75
per barrel at December 31, 1996 to  approximately  $16.25 per barrel at December
31, 1997.

      Future prices for both oil and gas will likely be different  from (and may
be lower  than) the prices in effect on  December  31,  1997.  Primarily  due to
heating  season  demand,  year-end  prices in many past years have  tended to be
higher, and in some cases  significantly  higher,  than the yearly average price
actually  received  by  the  Partnerships  for  at  least  the  following  year.
Management  is unable to predict  whether  future  oil and gas  prices  will (i)
stabilize, (ii) increase, or (iii) decrease.




                                       25
<PAGE>



      As discussed in the "Results of Operations" section below,  volumes of oil
and gas sold also significantly affect the Partnerships'  revenues.  Oil and gas
wells generally  produce the most oil or gas in the earlier years of their lives
and, as production continues, the rate of production naturally declines. At some
point,   production  physically  ceases  or  becomes  no  longer  economic.  The
Partnerships  are  not  acquiring  additional  Net  Profits  Interests,  and the
existing  Net Profits  Interests  are not  experiencing  significant  additional
production through drilling or other capital projects. Therefore, volumes of oil
and gas produced from the properties  underlying the  Partnerships'  Net Profits
Interests  naturally  decline from year to year. Over the past three years, this
decline in production of oil and gas generally  ranged form 12 to 19 percent per
year.  While it is difficult for  management to predict future  production  from
these properties,  it is likely that this general trend of declining  production
will continue.

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


      Results of Operations

      An  analysis  of the  change  in net oil and gas  operations  (oil and gas
sales, less lease operating  expenses and production taxes), is presented in the
tables following "Results of Operations" under the heading "Average Proceeds and
Units of Production."  Following is a discussion of each Partnerships results of
operations  for the year ended  December  31, 1997 as compared to the year ended
December  31, 1996 and for the year ended  December  31, 1996 as compared to the
year ended December 31, 1995.





                                       26
<PAGE>




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

                     Year Ended December 31, 1997 Compared
                        to Year Ended December 31, 1996
                    --------------------------------------

      Total Net Profits decreased  $127,206 (10.7%) in 1997 as compared to 1996.
Of this decrease, approximately $35,000 and $216,000, respectively, were related
to  decreases  in  volumes  of oil and gas sold and  approximately  $37,000  was
related to a decrease in the average  price of oil sold,  which  decreases  were
partially  offset  by an  increase  of  approximately  $114,000  related  to the
increase in the average  price of gas sold.  In  addition,  the  decrease in Net
Profits was partially offset by an increase of approximately  $44,000 related to
decreases  in  production  expenses  incurred  by  the  owners  of  the  Working
Interests.  Volumes of oil and gas sold decreased 1,754 barrels and 110,930 Mcf,
respectively,  in 1997 as compared to 1996.  The decrease in volumes of gas sold
resulted  primarily from (i) a negative prior period volume adjustment made by a
purchaser on two significant  wells in 1997, (ii) a positive prior period volume
adjustment  made by a purchaser on several wells in 1996,  and (iii) the sale of
several  wells in early 1997.  The  decrease  in  production  expenses  resulted
primarily  from the  decrease  in  volumes of oil and gas sold in 1997 which was
partially offset by increases in operating  expenses as a result of (i) workover
expenses on two  significant  wells in 1997 and (ii)  subsurface  repairs on one
significant  well in 1997.  Average oil prices decreased to $18.69 per barrel in
1997 from $19.85 per barrel in 1996.  Average gas prices  increased to $2.27 per
Mcf in 1997 from $1.95 per Mcf in 1996.

      Depletion of Net Profits  Interests  decreased  $60,815 (18.7%) in 1997 as
compared to 1996. This decrease resulted  primarily from decreases in volumes of
oil and gas sold in 1997 and upward  revisions in the estimates of remaining oil
and gas  reserves at December 31, 1997.  As a  percentage  of Net Profits,  this
expense decreased to 24.8% in 1997 from 27.2% in 1996. This percentage  decrease
was primarily due to the increases in the average  prices of gas sold in 1997 as
compared to 1996.

      The P-1  Partnership  recognized  a non-cash  charge  against  earnings of
$902,042 in the first quarter of 1997.  Of this amount,  $113,945 was related to
the decline in oil and gas prices used to  determine  future cash flows from the
P-1  Partnership's Net Profits Interests in proved oil and gas reserves at March
31, 1997 and $788,097 was related to the writing-off of Net Profits Interests in
unproved  properties.  The General Partner  determined that it was unlikely that
these unproved  properties  would be developed due to the low oil and gas prices
received over the last several years and Partnership  Agreement provisions which



                                       27
<PAGE>



limit the P-1  Partnership's  level of permissible  indirect  drilling  activity
through its Affiliated Programs. No similar charges were necessary in 1996.

      General and administrative  expenses remained  relatively constant in 1997
as compared to 1996. As a percentage of Net Profits, these expenses increased to
12.1% in 1997 from 10.9% in 1996. This percentage  increase was primarily due to
the decrease in Net Profits discussed above.

      Cumulative cash distributions to the Limited Partners through December 31,
1997 were $10,013,558 or 92.65% of the Limited Partners' capital contributions.

                     Year Ended December 31, 1996 Compared
                        to Year Ended December 31, 1995
                    --------------------------------------

      Total Net Profits increased  $256,285 (27.4%) in 1996 as compared to 1995.
Of this  increase,  approximately  $126,000  and  $286,000,  respectively,  were
related to increases in the average prices of oil and gas sold, partially offset
by decreases of  approximately  $85,000 and  $75,000,  respectively,  related to
decreases in volumes of oil and gas sold.  Volumes of oil and gas sold decreased
5,277 barrels and 55,633 Mcf, respectively, in 1996 as compared to 1995. Average
oil  and  gas  prices  increased  to  $19.85  per  barrel  and  $1.95  per  Mcf,
respectively,  for the year ended  December  31, 1996 from $16.11 per barrel and
$1.34 per Mcf, respectively, for the year ended December 31, 1995.

      Depletion of Net Profits Interests  decreased  $373,874 (53.5%) in 1996 as
compared  to  1995.  This  decrease  was  primarily  due  to (i) a  decrease  in
capitalized  costs due to an impairment  provision  recognized during the fourth
quarter of 1995, (ii) upward revisions in the estimates of remaining oil and gas
reserves at December 31, 1996,  and (iii) the  decrease in  equivalent  units of
production  sold during  1996.  As a  percentage  of Net  Profits,  this expense
decreased to 27.2% in 1996 from 74.7% in 1995.  This  decrease was primarily due
to the dollar  decrease in depletion of Net Profits  Interests and the increases
in the average prices of oil and gas sold in 1996.

      The P-1  Partnership  recognized  a non-cash  charge  against  earnings of
$86,264 in 1995. This impairment  provision was necessary due to the unamortized
costs of Net Profits  Interests  exceeding the undiscounted  future net revenues
from such Net Profits Interests. No similar charge was necessary during 1996.

      General and administrative  expenses remained  relatively constant in 1996
as compared to 1995. As a percentage of Net Profits, these expenses decreased to
10.9% in 1996 from 13.5% in 1995. This percentage  decrease was primarily due to
the increase in Net Profits discussed above.





                                       28
<PAGE>



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

                     Year Ended December 31, 1997 Compared
                        to Year Ended December 31, 1996
                    --------------------------------------

      Total Net Profits decreased $74,935 (8.2%) in 1997 as compared to 1996. Of
this decrease, approximately $23,000 and $174,000, respectively, were related to
decreases in oil and gas volumes sold, and approximately  $27,000 was related to
a decrease in the average  price of oil sold,  which  decreases  were  partially
offset by an increase of  approximately  $108,000 related to the increase in the
average  price of gas  sold.  In  addition,  the  decrease  in Net  Profits  was
partially offset by an increase of approximately $42,000 related to decreases in
production expenses incurred by the owners of the Working Interests.  Volumes of
oil and gas sold decreased 1,176 barrels and 88,915 Mcf,  respectively,  in 1997
as compared to 1996. The decrease in volumes of gas sold resulted primarily from
(i) a  negative  prior  period  volume  adjustment  made by a  purchaser  on two
significant  wells in 1997, (ii) a positive prior period volume  adjustment made
by a  purchaser  on several  wells in 1996,  (iii) the sale of several  wells in
early 1997, and (iv) normal  declines in production.  The decrease in production
expenses resulted  primarily from the decrease in volumes of oil and gas sold in
1997.  Average oil prices decreased to $18.71 per barrel in 1997 from $19.90 per
barrel in 1996. Average gas prices increased to $2.32 per Mcf in 1997 from $1.96
per Mcf in 1996.

      Depletion of Net Profits  Interests  decreased  $68,085 (24.7%) in 1997 as
compared to 1996.  This decrease  resulted  primarily  from (i) the decreases in
volumes of oil and gas sold in 1997 and (ii) upward  revisions in the  estimates
of remaining  oil and gas reserves at December 31, 1997.  As a percentage of Net
Profits,  this  expense  decreased  to 24.8% in 1997  from  30.2% in 1996.  This
percentage  decrease was  primarily  due to the increase in the average price of
gas sold in 1997.

      The P-2  Partnership  recognized  a non-cash  charge  against  earnings of
$727,893 in the first quarter of 1997.  Of this amount,  $113,005 was related to
the decline in oil and gas prices used to  determine  future cash flows from the
P-2  Partnership's Net Profits Interests in proved oil and gas reserves at March
31, 1997 and $614,888 was related to the writing-off of Net Profits Interests in
unproved  properties.  The General Partner  determined that it was unlikely that
these unproved  properties  would be developed due to the low oil and gas prices
received over the last several years and Partnership  Agreement provisions which
limit the P-2  Partnership's  level of permissible  indirect  drilling  activity
through its Affiliated Programs. No similar charges were necessary in 1996.



                                       29
<PAGE>




      General and  administrative  expenses  decreased  $1,205 (1.1%) in 1997 as
compared to 1996.  As a  percentage  of Net  Profits,  these  expenses  remained
relatively constant at 12.9% in 1997 and 11.9% in 1996.

      Cumulative cash distributions to the Limited Partners through December 31,
1997 were $7,662,561 or 85.05% of the Limited Partners' capital contributions.

                     Year Ended December 31, 1996 Compared
                        to Year Ended December 31, 1995
                     -------------------------------------

      Total Net Profits increased  $195,821  (27.4%)in 1996 as compared to 1995.
Of this increase, approximately $90,000 and $234,000, respectively, were related
to  increases  in the average  prices of oil and gas sold,  partially  offset by
decreases  of  approximately  $65,000  and  $73,000,  respectively,  related  to
decreases in volumes of oil and gas sold.  Volumes of oil and gas sold decreased
3,991 barrels and 53,938 Mcf, respectively, in 1996 as compared to 1995. Average
oil  and  gas  prices  increased  to  $19.90  per  barrel  and  $1.96  per  Mcf,
respectively, in 1996 from $16.17 per barrel and $1.36 per Mcf, respectively, in
1995.

      Depletion of Net Profits Interests  decreased  $329,737 (54.5%) in 1996 as
compared  to  1995.  This  decrease  was  primarily  due  to (i) a  decrease  in
capitalized  costs due to an impairment  provision  recognized during the fourth
quarter of 1995, (ii) upward revisions in the estimates of remaining oil and gas
reserves at December 31, 1996,  and (iii) the  decrease in  equivalent  units of
production  sold during  1996.  As a  percentage  of Net  Profits,  this expense
decreased to 30.2% in 1996 from 84.6% in 1995.  This  decrease was primarily due
to the dollar  decrease in depletion of Net Profits  Interests and the increases
in the average prices of oil and gas sold in 1996.

      The P-2  Partnership  recognized  a non-cash  charge  against  earnings of
$182,970 in 1995. This impairment provision was necessary due to the unamortized
costs of Net Profits  Interests  exceeding the undiscounted  future net revenues
from such Net Profits Interests. No similar charge was necessary during 1996.

      General and administrative  expenses remained  relatively constant in 1996
as compared to 1995. As a percentage of Net Profits, these expenses decreased to
11.9%  for the year  ended  December  31,  1996 from  14.7%  for the year  ended
December 31, 1995. This percentage decrease was primarily due to the increase in
Net Profits discussed above.




                                       30
<PAGE>



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

                     Year Ended December 31, 1997 Compared
                        to Year Ended December 31, 1996
                    --------------------------------------

      Total Net Profits  decreased  $146,284 (8.6%) in 1997 as compared to 1996.
Of this decrease, approximately $45,000 and $336,000, respectively, were related
to  decreases  in  volumes  of oil and gas sold and  approximately  $50,000  was
related to the decrease in the average price of oil sold,  which  decreases were
partially offset by an increase of approximately $209,000 related to an increase
in the average price of gas sold.  In addition,  the decrease in Net Profits was
partially offset by an increase of approximately $77,000 related to decreases in
production expenses incurred by the owners of the Working Interests.  Volumes of
oil and gas sold decreased 2,237 barrels and 172,548 Mcf, respectively,  in 1997
as compared to 1996. The decrease in volumes of gas sold resulted primarily from
(i) a  negative  prior  period  volume  adjustment  made by a  purchaser  on two
significant  wells in 1997, (ii) a positive prior period volume  adjustment made
by a  purchaser  on several  wells in 1996,  (iii) the sale of several  wells in
early 1997, and (iv) normal  declines in production.  The decrease in production
expenses resulted  primarily from the decrease in volumes of oil and gas sold in
1997.  Average oil prices decreased to $18.72 per barrel in 1997 from $19.90 per
barrel in 1996. Average gas prices increased to $2.32 per Mcf in 1997 from $1.95
per Mcf in 1996.

      Depletion of Net Profits Interests  decreased  $135,229 (25.9%) in 1997 as
compared to 1996. This decrease resulted primarily from (i) decreases in volumes
of oil and gas  sold in 1997 and  (ii)  upward  revisions  in the  estimates  of
remaining  oil and gas  reserves at December 31,  1997.  As a percentage  of Net
Profits,  this  expense  decreased  to 24.7% in 1997  from  30.5% in 1996.  This
percentage decrease was primarily due to (i) the increases in the average prices
of gas sold in 1997 and (ii) the dollar decrease in depletion of Net Profits.

      The P-3  Partnership  recognized  a non-cash  charge  against  earnings of
$1,413,917 in the first quarter of 1997. Of this amount, $220,449 was related to
the decline in oil and gas prices used to  determine  future cash flows from the
P-3  Partnership's Net Profits Interests in proved oil and gas reserves at March
31, 1997 and $1,193,468 was related to the writing-off of Net Profits  Interests
in unproved properties. The General Partner determined that it was unlikely that
these unproved  properties  would be developed due to the low oil and gas prices
received over the last several years and Partnership  Agreement provisions which
limit the P-3  Partnership's  level of permissible  indirect  drilling  activity
through its Affiliated Programs. No similar charges were necessary in 1996.




                                       31
<PAGE>



      General and administrative  expenses remained  relatively constant in 1997
as compared to 1996. As a percentage  of Net Profits,  these  expenses  remained
relatively constant at 13.0% in 1997 and 12.0% in 1996.

      Cumulative cash distributions to the Limited Partners through December 31,
1997 were $13,792,401 or 81.31% of the Limited Partners' capital contributions.

                     Year Ended December 31, 1996 Compared
                        to Year Ended December 31, 1995
                     -------------------------------------

      Total Net Profits increased  $379,207 (28.6%) in 1996 as compared to 1995.
Of this  increase,  approximately  $166,000  and  $435,000,  respectively,  were
related to increases in the average prices of oil and gas sold and approximately
$36,000 was related to a decrease in production  expenses incurred by the owners
of the Working  Interests,  which amounts were partially  offset by decreases of
approximately  $121,000  and  $141,000,  respectively,  related to  decreases in
volumes of oil and gas sold. Volumes of oil and gas sold decreased 7,467 barrels
and 103,370  Mcf,  respectively,  in 1996 as compared to 1995.  The  decrease in
lease operating expenses resulted primarily from the decreases in volumes of oil
and gas sold in 1996,  partially  offset  by an  increase  in  production  taxes
associated with the increase in Net Profits discussed above. Average oil and gas
prices increased to $19.90 per barrel and $1.95 per Mcf,  respectively,  in 1996
from $16.17 per barrel and $1.36 per Mcf, respectively, in 1995.

      Depletion of Net Profits Interests  decreased  $626,740  (54.6%)in 1996 as
compared  to  1995.  This  decrease  was  primarily  due  to (i) a  decrease  in
capitalized  costs due to an impairment  provision  recognized during the fourth
quarter of 1995, (ii) upward revisions in the estimates of remaining oil and gas
reserves at December 31, 1996,  and (iii) the  decrease in  equivalent  units of
production sold in 1996. As a percentage of Net Profits,  this expense decreased
to 30.5% in 1996 from 86.5% in 1995.  This  decrease  was  primarily  due to the
dollar  decrease in depletion of Net Profits  Interests  discussed above and the
increases in the average prices of oil and gas sold in 1996.

      The P-3  Partnership  recognized  a non-cash  charge  against  earnings of
$377,983 in 1995. This impairment provision was necessary due to the unamortized
costs of Net Profits  Interests  exceeding the undiscounted  future net revenues
from such Net Profits Interests. No similar charge was necessary during 1996.

      General and administrative  expenses remained  relatively constant in 1996
as compared to 1995. As a percentage of Net Profits, these expenses decreased to
12.0% in 1996 from 15.0% in 1995. This percentage  decrease was primarily due to
the increase in Net Profits discussed above.




                                       32
<PAGE>



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

                     Year Ended December 31, 1997 Compared
                        to Year Ended December 31, 1996
                    --------------------------------------

      Total Net Profits decreased $82,855 (6.0%) in 1997 as compared to 1996. Of
this decrease, approximately $68,000 and $247,000, respectively, were related to
decreases in volumes of oil and gas sold and  approximately  $22,000 was related
to the decrease in the average price of oil sold, which decreases were partially
offset by an increase of  approximately  $185,000 related to the increase in the
average  price of gas  sold.  In  addition,  the  decrease  in Net  Profits  was
partially offset by an increase of approximately $72,000 related to decreases in
production expenses incurred by the owners of the Working Interests.  Volumes of
oil and gas sold decreased 3,263 barrels and 117,026 Mcf, respectively,  in 1997
as  compared  to 1996.  The  decrease  in volumes  of oil and gas sold  resulted
primarily  from  normal  declines in  production.  The  decrease  in  production
expenses  resulted  primarily  from  decreases in volumes of oil and gas sold in
1997.  Average oil prices decreased to $19.68 per barrel in 1997 from $20.79 per
barrel in 1996. Average gas prices increased to $2.47 per Mcf in 1997 from $2.11
per Mcf in 1996.

      Depletion of Net Profits Interests  decreased  $176,082 (32.6%) in 1997 as
compared to 1996. This decrease resulted primarily from (i) decreases in volumes
of oil and gas  sold in 1997 and  (ii)  upward  revisions  in the  estimates  of
remaining  oil and gas  reserves at December 31,  1997.  As a percentage  of Net
Profits,  this  expense  decreased  to 28.3% in 1997  from  39.4% in 1996.  This
percentage  decrease was  primarily due to (i) the increase in the average price
of gas sold in 1997 and (ii) the dollar  decrease  in  depletion  of Net Profits
discussed above.

      The P-4  Partnership  recognized  a non-cash  charge  against  earnings of
$752,388 in the first  quarter of 1997.  Of this amount,  $84,059 was related to
the  decline in oil and gas prices used to  determine  of future cash flows from
the P-4  Partnership's  Net Profits  Interests in proved oil and gas reserves at
March 31,  1997 and  $668,329  was  related to the  writing-off  of Net  Profits
Interests in unproved  properties.  The General  Partner  determined that it was
unlikely that these  unproved  properties  would be developed due to the low oil
and gas prices  received over the last several years and  Partnership  Agreement
provisions  which  limit the P-4  Partnership's  level of  permissible  indirect
drilling  activity  through its  Affiliated  Programs.  No similar  charges were
necessary in 1996.



                                       33
<PAGE>




      General and  administrative  expenses  decreased  $5,846 (3.8%) in 1997 as
compared to 1996.  This  decrease  resulted  primarily  from a prior year charge
which was refunded in 1997.  As a  percentage  of Net  Profits,  these  expenses
remained relatively constant at 11.5% in 1997 and 11.2% in 1996.

      Cumulative cash distributions to the Limited Partners through December 31,
1997 were $11,405,945 or 90.3% of the Limited Partners' capital contributions.

                     Year Ended December 31, 1996 Compared
                        to Year Ended December 31, 1995
                     -------------------------------------

      Total Net Profits  increased  $122,482 (9.8%) in 1996 as compared to 1995.
Of this increase, approximately $75,000 and $404,000, respectively, were related
to  increases  in the  average  prices  of oil and gas  sold  and  approximately
$118,000 was related to a decrease in production  expenses  attributable  to the
Working Interests,  partially offset by decreases of approximately  $103,000 and
$375,000,  respectively,  related to  decreases  in volumes of oil and gas sold.
Volumes  of  oil  and  gas  sold  decreased   5,898  barrels  and  254,801  Mcf,
respectively,  in 1996 as compared to 1995.  The decrease in volumes of oil sold
was  primarily  due to normal  declines  in  production  due to  diminished  oil
reserves on several wells. The decrease in volumes of gas sold was primarily due
to (i) the sale of several gas  producing  wells  during  1996,  (ii) the normal
declines in  production on several  wells due to  diminished  gas reserves,  and
(iii) a positive  prior period  volume  adjustment  made by the purchaser on one
well in 1995. The decrease in production  expenses  resulted  primarily from the
decreases  in  volumes of oil and gas sold in 1996.  Average  oil and gas prices
increased  to $20.79 per barrel and $2.11 per Mcf,  respectively,  for 1996 from
$17.51 per barrel and $1.47 per Mcf, respectively, for 1995.

      Depletion of Net Profits Interests  decreased  $450,079 (45.4%) in 1996 as
compared  to  1995.  This  decrease  was  primarily  due  to (i) a  decrease  in
capitalized  costs due to an impairment  provision  recognized during the fourth
quarter of 1995, (ii) upward revisions in the estimates of remaining oil and gas
reserves at December 31, 1996,  and (iii) the  decrease in  equivalent  units of
production sold in 1996. As a percentage of Net Profits,  this expense decreased
to 39.4% in 1996 from 79.2% in 1995.  This  decrease  was  primarily  due to the
dollar  decrease in depletion of Net Profits  Interests and the increases in the
average prices of oil and gas sold in 1996.

      The P-4  Partnership  recognized  a non-cash  charge  against  earnings of
$581,036 in 1995. This impairment provision was necessary due to the unamortized
costs of Net Profits  Interests  exceeding the undiscounted  future net revenues
from such Net Profits Interests. No similar charge was necessary during 1996.



                                       34
<PAGE>



      General and administrative  expenses remained  relatively constant in 1996
as compared to 1995. As a percentage  of Net Profits,  these  expenses  remained
relatively constant at 11.2% for 1996 as compared to 11.8% for 1995.


                                P-5 Partnership
                                ---------------
                     Year Ended December 31, 1997 Compared
                        to Year Ended December 31, 1996
                    --------------------------------------

      Total Net Profits decreased  $112,506 (10.1%) in 1997 as compared to 1996.
Of this decrease, approximately $56,000 and $218,000, respectively, were related
to  decreases in volumes of oil and gas sold,  which  decreases  were  partially
offset by an increase of  approximately  $134,000 related to the increase in the
average  price of gas  sold.  In  addition,  the  decrease  in Net  Profits  was
partially offset by an increase of approximately $24,000 related to decreases in
production expenses incurred by the owners of the Working Interests.  Volumes of
oil and gas sold decreased 2,785 barrels and 111,242 Mcf, respectively,  in 1997
as compared to 1996. The decrease in volumes of oil sold resulted primarily from
normal  declines in production and positive  prior period volume  adjustments by
purchasers on two significant wells in 1996. The decrease in volumes of gas sold
resulted  primarily  from  normal  declines  in  production.  Average oil prices
remained  relatively constant at $19.88 per barrel in 1997 and $19.95 per barrel
in 1996.  Average gas prices  increased  to $2.22 per Mcf in 1997 from $1.96 per
Mcf in 1996.

      Depletion of Net Profits Interests  decreased  $119,919 (32.5%) in 1997 as
compared to 1996. This decrease resulted primarily from (i) decreases in volumes
of oil and gas  sold in 1997 and  (ii)  upward  revisions  in the  estimates  of
remaining  oil and gas  reserves at December 31,  1997.  As a percentage  of Net
Profits,  this  expense  decreased  to 24.9% in 1997  from  33.2% in 1996.  This
percentage  decrease was primarily due to the increases in the average prices of
gas sold in 1997 and the dollar  decrease in Depletion of Net Profits  discussed
above.

      The P-5  Partnership  recognized  a non-cash  charge  against  earnings of
$1,018,068 in the first quarter of 1997. Of this amount, $122,458 was related to
the decline in oil and gas prices used to  determine  future cash flows from the
P-5  Partnership's  Net Profits Interest in proved oil and gas reserves at March
31, 1997 and $895,610 was related to the writing-off of Net Profits Interests in
unproved  properties.  The General Partner  determined that it was unlikely that
these unproved  properties  would be developed due to the low oil and gas prices
received over the last several years and Partnership  Agreement provisions which
limit the P-5  Partnership's  level of permissible  indirect  drilling  activity
through its Affiliated Programs. No similar charges were necessary in 1996.



                                       35
<PAGE>



      General and administrative  expenses remained  relatively constant in 1997
as compared to 1996. As a percentage of Net Profits, these expenses increased to
14.2% in 1997 from 12.8% in 1996.  This  increase  resulted from the decrease in
Net Profits discussed above.

      Cumulative cash distributions to the Limited Partners through December 31,
1997 were $6,355,759 of 53.66% or the Limited Partners' capital contributions.

                     Year Ended December 31, 1996 Compared
                        to Year Ended December 31, 1995
                    ---------------------------------------

      Total Net Profits increased  $173,674 (18.5%) in 1996 as compared to 1995.
Of this increase, approximately $30,000 and $383,000, respectively, were related
to  increases  in the average  prices of oil and gas sold,  partially  offset by
decreases of  approximately  $212,000 and  $19,000,  respectively,  related to a
decrease in volumes of gas sold and an increase in production  taxes paid by the
owners  of the  Working  Interests.  Volumes  of oil and gas sold  decreased  85
barrels and 156,865 Mcf, respectively, in 1996 as compared to 1995. The decrease
in the  volumes  of gas  sold  was  primarily  due to  (i)  normal  declines  in
production  on several  wells due to  diminished  gas reserves and (ii) positive
prior period volume  adjustments made by the purchaser on two wells during 1995.
Average  oil and gas  prices  increased  to $19.95 per barrel and $1.96 per Mcf,
respectively,  for 1996 from $17.14 per barrel and $1.35 per Mcf,  respectively,
for 1995.

      Depletion of Net Profits Interests  decreased  $416,821 (53.0%) in 1996 as
compared  to  1995.  This  decrease  was  primarily  due  to (i) a  decrease  in
capitalized  costs due to an impairment  provision  recognized during the fourth
quarter of 1995, (ii) upward revisions in the estimates of remaining oil and gas
reserves at December 31, 1996,  and (iii) the  decrease in  equivalent  units of
production  sold during  1996.  As a  percentage  of Net  Profits,  this expense
decreased to 33.2% for 1996 from 83.7% for 1995. This decrease was primarily due
to the dollar  decrease in depletion of Net Profits  Interests and the increases
in the average prices of oil and gas sold in 1996.

      The P-5  Partnership  recognized  a non-cash  charge  against  earnings of
$194,933 in 1995. This impairment provision was necessary due to the unamortized
costs of Net Profits  Interests  exceeding the undiscounted  future net revenues
from such Net Profits Interests. No similar charge was necessary during 1996.

      General and administrative  expenses remained  relatively constant in 1996
as compared to 1995. As a percentage of Net Profits, these expenses decreased to
12.8% for 1996 from 14.8% for 1995. This  percentage  decrease was primarily due
to the increase in Net Profits discussed above.



                                       36
<PAGE>



                                P-6 Partnership
                                ---------------
                     Year Ended December 31, 1997 Compared
                        to Year Ended December 31, 1996
                    --------------------------------------

      Total Net Profits decreased  $209,272 (10.4%) in 1997 as compared to 1996.
Of this decrease, approximately $60,000 and $361,000, respectively, were related
to  decreases  in  volumes  of oil and gas sold and  approximately  $23,000  was
related to the decrease in the average price of oil sold,  which  decreases were
partially  offset  by an  increase  of  approximately  $236,000  related  to the
increase in the average price of gas sold. Volumes of oil and gas sold decreased
2,916 barrels and 177,681 Mcf,  respectively,  in 1997 as compared to 1996.  The
decrease in volumes of oil and gas sold resulted  primarily from normal declines
in  production.  Production  expenses  incurred  by the  owners  of the  Working
Interests  remained  relatively  constant.  Any decrease in production  expenses
which resulted from  decreases in volumes of oil and gas sold was  substantially
offset by increases in operating  expenses as a result of (i) workovers on three
wells in 1997 and (ii) an increase  in ad valorem  taxes on three wells in 1997.
Average oil prices decreased to $19.20 per barrel in 1997 from $20.46 per barrel
in 1996.  Average gas prices  increased  to $2.27 per Mcf in 1997 from $2.03 per
Mcf in 1996.

      Depletion of Net Profits Interests  decreased  $177,604 (22.5%) in 1997 as
compared to 1996. This decrease resulted primarily from (i) decreases in volumes
of oil and gas  sold in 1997 and  (ii)  upward  revisions  in the  estimates  of
remaining  oil and gas  reserves at December 31,  1997.  As a percentage  of Net
Profits,  this  expense  decreased  to 34.0% in 1997  from  39.4% in 1996.  This
percentage  decrease was  primarily due to the increases in the average price of
gas sold in 1997 and the dollar  decrease in depletion of Net Profits  discussed
above.

      The P-6  Partnership  recognized  a non-cash  charge  against  earnings of
$898,584 in the first quarter of 1997.  Of this amount,  $444,990 was related to
the decline in oil and gas prices used to  determine  future cash flows from the
P-6  Partnership's  Net Profit  Interest in proved oil and gas reserves at March
31, 1997 and $453,594 was related to the writing-off of Net Profits Interests in
unproved  properties.  The General Partner  determined that it was unlikely that
these unproved  properties  would be developed due to the low oil and gas prices
received over the last several years and Partnership  Agreement provisions which
limit the P-6  Partnership's  level of permissible  indirect  drilling  activity
through its Affiliated Programs. No similar charges were necessary in 1996.




                                       37
<PAGE>



      General and administrative  expenses remained  relatively constant in 1997
as compared to 1996. As a percentage  of Net Profits,  these  expenses  remained
relatively constant at 9.6% in 1997 and 8.6% in 1996.

      Cumulative cash distributions to the Limited Partners through December 31,
1997 were $8,448,248 or 59.06% of the Limited Partners' capital contributions.

                     Year Ended December 31, 1996 Compared
                        to Year Ended December 31, 1995
                    --------------------------------------

      Total Net Profits increased  $718,772 (56.0%) in 1996 as compared to 1995.
Of this increase, approximately $81,000 and $825,000, respectively, were related
to increases in the average prices of oil and gas sold and approximately $60,000
was related to a decrease in  production  expenses  attributable  to the Working
Interests, partially offset by a decrease of approximately $287,000 related to a
decrease in volumes of gas sold.  Volumes of oil sold  increased  2,228 barrels,
while volumes of gas sold decreased 217,471 Mcf in 1996 as compared to 1995. The
decrease in volumes of gas sold was primarily due to (i) the normal  declines in
production  on several  wells due to  diminished  gas reserves and (ii) positive
prior period  volume  adjustments  made by the purchaser on several wells during
the year ended December 31, 1995. The decrease in production  expenses  resulted
primarily  from the decreases in volumes of oil and gas sold in 1996,  partially
offset by an increase in production  taxes  associated  with the increase in Net
Profits  discussed  above.  Average oil and gas prices  increased  to $20.46 per
barrel  and $2.03 per Mcf,  respectively,  for 1996 from  $16.65  per barrel and
$1.32 per Mcf, respectively, for 1995.

      Depletion of Net Profits Interests  decreased  $732,087 (48.2%) in 1996 as
compared  to  1995.  This  decrease  was  primarily  due  to (i) a  decrease  in
capitalized  costs due to an impairment  provision  recognized during the fourth
quarter of 1995, (ii) upward revisions in the estimates of remaining oil and gas
reserves at December 31, 1996,  and (iii) the decrease in volumes of gas sold in
1996. As a percentage of Net Profits,  this expense  decreased to 39.4% for 1996
from 118.4% for 1995.  This decrease was primarily due to the dollar decrease in
depletion of Net Profits  Interests and the  increases in the average  prices of
oil and gas sold in 1996.

      The P-6  Partnership  recognized  a non-cash  charge  against  earnings of
$478,168 in 1995. This impairment provision was necessary due to the unamortized
costs of Net Profits  Interests  exceeding the undiscounted  future net revenues
from such Net Profits Interests. No similar charge was necessary during 1996.




                                       38
<PAGE>



      General and administrative  expenses remained relatively constant for 1996
as compared to 1995. As a percentage of Net Profits, these expenses decreased to
8.6% for 1996 from 13.5% for 1995. This percentage decrease was primarily due to
the increase in Net Profits discussed above.


      Average Proceeds and Units of Production

      The following  tables are  comparisons of the annual  equivalent  units of
production  (one  barrel  of oil or six Mcf of gas)  and  the  average  proceeds
received  per  equivalent   unit  of  production  for  the  oil  and  gas  sales
attributable to the  Partnerships'  Net Profits for the years ended December 31,
1997,  1996,  and 1995.  These factors  comprise the change in oil and gas sales
discussed in the "Results of Operations" section above.

                             1997 Compared to 1996
                             ---------------------

                   Equivalent Units                   Average Proceeds
                     of Production                   per Equivalent Unit
              -----------------------------       --------------------------
   P/ship      1997      1996      % Change        1997     1996    % Change
   ------     -------   -------    --------       -----    -----    --------

    P-1        91,630   111,872      (18%)        $11.61   $10.65      10%
    P-2        73,062    89,057      (18%)         11.45    10.23      13%
    P-3       136,434   167,429      (19%)         11.43    10.19      13%
    P-4       105,322   128,089      (18%)         12.26    10.72      14%
    P-5        94,098   115,423      (18%)         10.63     9.64      10%
    P-6       182,623   215,152      (15%)          9.82     9.31       5%


                             1996 Compared to 1995
                             ---------------------

                   Equivalent Units                   Average Proceeds
                     of Production                   per Equivalent Unit
              -----------------------------       --------------------------
   P/ship      1996      1995      % Change        1996     1995    % Change
   ------     -------   -------    --------       -----    -----    --------

    P-1       111,872   126,422      (12%)        $10.65   $7.40       44%
    P-2        89,057   102,038      (13%)         10.23    7.01       46%
    P-3       167,429   192,125      (13%)         10.19    6.91       47%
    P-4       128,089   176,454      (27%)         10.72    7.09       51%
    P-5       115,423   141,653      (19%)          9.64    6.63       45%
    P-6       215,152   249,170      (14%)          9.31    5.15       81%





                                       39
<PAGE>



      Liquidity and Capital Resources

      Net  proceeds  from  operations  less  necessary   operating  capital  are
distributed to the Limited  Partners on a quarterly  basis.  See "Item 5. Market
for Units and Related  Limited  Partner  Matters." The net proceeds from the Net
Profits Interests are not reinvested in productive assets.  Assuming  production
levels for 1997, the  Partnerships'  proved  reserve  quantities at December 31,
1997 would have the following remaining lives:

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

                P-1             6.4              6.8
                P-2             6.8              7.0
                P-3             6.8              7.0
                P-4             5.2              2.8
                P-5             5.9              6.4
                P-6             5.0              6.7

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

      The Partnerships  sold certain Net Profits Interests during 1997. The sale
of a Net Profits  Interest  was made by the  General  Partner  after  giving due
consideration to the offer price and the General Partner's  estimate of both the
underlying  property's remaining proved reserves and future operating costs. Net
proceeds from the sale of any such Net Profits Interests 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 1997 were as follows:

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

                      P-1                       $507,599
                      P-2                        402,870
                      P-3                        759,639
                      P-4                        266,265
                      P-5                         91,840
                      P-6                         43,605

      The sale of these  Net  Profits  Interests  reduced  the  quantity  of the
Partnerships  proved  reserves.  It is  also  possible  that  the  Partnerships'
repurchase values and future cash  distributions  could decline as a result of a
reduction of the  Partnerships'  reserve base. The General Partner believes that



                                       40
<PAGE>



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

      There can be no  assurance  as to the amount of the  Partnerships'  future
cash distributions. The Partnerships' ability to make cash distributions depends
primarily upon the level of available  cash flow generated by the  Partnerships'
Net Profits Interests,  which will be affected (either positively or negatively)
by many factors beyond the control of the  Partnerships,  including the price of
and demand for oil and gas and other  market and  economic  conditions.  Even if
prices and costs remain stable,  the amount of cash available for  distributions
will decline over time (as the volume of production  from  producing  properties
declines)  since  the   Partnerships  are  not  replacing   production   through
acquisitions  of  Net  Profits  Interests  in  other  producing  properties  and
drilling.  The Partnerships' quantity of proved reserves has been reduced by the
sale of Net Profits Interests as described above; therefore, it is possible that
the  Partnerships'  future  cash  distributions  could  decline as a result of a
reduction of the Partnerships' reserve base.

      Inflation and Changing Prices

      Prices obtained for oil and gas production  depend upon numerous  factors,
including the extent of domestic and foreign production, foreign imports of oil,
market  demand,  domestic  and  foreign  economic  conditions  in  general,  and
governmental  regulations  and tax laws.  The general  level of inflation in the
economy did not have a material effect on the operations of the  Partnerships in
1997. Oil and gas prices have fluctuated  during recent years and generally have
not followed the same pattern as  inflation.  See "Item 2.  Properties - Oil and
Gas Production, Revenue, and Price History."

      Year 2000 Computer Issues

      The General  Partner has  reviewed  its  computer  systems and hardware to
locate potential operational problems associated with the year 2000. Such review
will continue until all potential problems are located and resolved. The General
Partner believes that all year-2000 problems in its computer system have been or
will be  resolved  in a timely  manner  and have not  caused  and will not cause
disruption  of  the  Partnerships'  operations  or  a  material  affect  on  the
Partnerships'  financial  condition  or results of  operations.  However,  it is
possible  that the  Partnerships'  cash flows could be  disrupted  by  year-2000
problems  experienced  by operators of the  Partnerships'  wells,  buyers of the
Partnerships' oil and gas, financial institutions, or other persons. The General
Partner  is unable to  quantify  the  effect,  if any,  on the  Partnerships  of
year-2000 computer problems experienced by these third parties.



                                       41
<PAGE>




ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

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

      None.

                                   PART III.

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER

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

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

      Dennis R. Neill          45      President and Director

      Judy K. Fox              46      Secretary

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

      Dennis R. Neill joined the Samson Companies 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  the Samson
Companies,  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, and Compression, Inc.

     Judy K. Fox joined the Samson  Companies in 1990 and was named Secretary of
Geodyne  and its  subsidiaries  on June 30,  1996.  Prior to joining  the Samson
Companies, she served as Gas Contract Manager for Ely Energy Company. Ms. Fox is




                                       42
<PAGE>



also  Secretary of Berry Gas Company,  Circle L Drilling  Company,  Compression,
Inc.,  Dyco  Petroleum  Corporation,  Samson  Hydrocarbons  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 of
reports required under Section 16 of the Securities  Exchange Act of 1934 during
1997.


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.  The amount of general  and
administrative  expense  allocated to the General Partner and its affiliates and
charged to each  Partnership  during  1997,  1996,  and 1995 is set forth in the
table below.  Although the actual costs incurred by the General  Partner and its
affiliates have fluctuated during the three years presented, the amounts charged
to the Partnerships  have not fluctuated due to expense  limitations  imposed by
the Partnership Agreements.

            Partnership         1997          1996         1995
            -----------       --------      --------     --------

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

      None  of  the  officers  or  directors  of  the  General  Partner  receive
compensation  directly from the  Partnerships.  The  Partnerships  reimburse the
General  Partner  or its  affiliates  for that  portion  of such  officers'  and
directors'   salaries  and  expenses   attributable  to  time  devoted  by  such
individuals to the Partnerships'  activities.  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 1997, 1996, and 1995:



                                       43
<PAGE>
<TABLE>
<CAPTION>
                                                   Salary Reimbursements

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

                                                                          Long Term Compensation
                                                                    -----------------------------------
                                    Annual Compensation                       Awards            Payouts
                                 -------------------------          -----------------------     -------
                                                                                    Securi-
                                                         Other                       ties                     All
     Name                                                Annual     Restricted      Under-                   Other
      and                                               Compen-       Stock         lying        LTIP       Compen-
   Principal                     Salary      Bonus      sation       Award(s)      Options/     Payouts     sation
   Position               Year     ($)        ($)         ($)          ($)          SARs(#)       ($)         ($)
---------------           ----   -------    -------     -------     ----------     --------     -------     -------
<S>                       <C>    <C>        <C>         <C>         <C>            <C>          <C>         <C>       
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)             1995     -          -           -           -              -            -           -
                          1996     -          -           -           -              -            -           -
Dennis R. Neill,
President(2)(3)           1996     -          -           -           -              -            -           -
                          1997     -          -           -           -              -            -           -

All Executive
Officers,
Directors,
and Employees
as a group(4)             1995   $62,113      -           -           -              -            -           -
                          1996   $66,550      -           -           -              -            -           -
                          1997   $67,960      -           -           -              -            -           -
----------
(1)   Mr. Tholen served as President and Chief Executive  Officer of Geodyne until
      July 1, 1996.
(2)   The general and  administrative  expenses paid by the P-1  Partnership and
      attributable to salary  reimbursements  do not include any salary or other
      compensation attributable to Mr. Tholen or Mr. Neill.
(3)   Mr. Neill became President of Geodyne on July 1, 1996.
(4)   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>



                                       44
<PAGE>

<TABLE>
<CAPTION>

                                                  Salary Reimbursements

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

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

C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)              1995      -         -           -           -              -           -           -
                           1996      -         -           -           -              -           -           -
Dennis R. Neill,
President(2)(3)            1996      -         -           -           -              -           -           -
                           1997      -         -           -           -              -           -           -

All Executive
Officers,
Directors,
and Employees
as a group(4)              1995    $51,780     -           -           -              -           -           -
                           1996    $55,479     -           -           -              -           -           -
                           1997    $56,655     -           -           -              -           -           -
----------
(1)   Mr. Tholen served as President and Chief Executive  Officer of Geodyne until
      July 1, 1996.
(2)   The general and  administrative  expenses paid by the P-2  Partnership and
      attributable to salary  reimbursements  do not include any salary or other
      compensation attributable to Mr. Tholen or Mr. Neill.
(3)   Mr. Neill became President of Geodyne on July 1, 1996.
(4)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the P-2  Partnership  and no  individual's  salary  or  other
      compensation  reimbursement  from the P-2  Partnership  equals or  exceeds
      $100,000 per annum.
</TABLE>



                                       45
<PAGE>

<TABLE>
<CAPTION>


                                                  Salary Reimbursements

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

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

C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)             1995       -           -           -           -             -            -         -
                          1996       -           -           -           -             -            -         -
Dennis R. Neill,
President(2)(3)           1996       -           -           -           -             -            -         -
                          1997       -           -           -           -             -            -         -

All Executive
Officers,
Directors,
and Employees
as a group(4)             1995     $ 97,494      -           -           -             -            -         -
                          1996     $104,458      -           -           -             -            -         -
                          1997     $106,672      -           -           -             -            -         -
----------
(1)   Mr. Tholen served as President and Chief Executive Officer of Geodyne until
      July 1, 1996.
(2)   The general and  administrative  expenses paid by the P-3  Partnership and
      attributable to salary  reimbursements  do not include any salary or other
      compensation attributable to Mr. Tholen or Mr. Neill.
(3)   Mr. Neill became President of Geodyne on July 1, 1996.
(4)   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>


                                       46
<PAGE>

<TABLE>
<CAPTION>



                                                  Salary Reimbursements

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

                                                                          Long Term Compensation
                                                                    -----------------------------------
                                    Annual Compensation                       Awards            Payouts
                                 -------------------------          -----------------------     -------
                                                                                    Securi-
                                                         Other                       ties                     All
     Name                                                Annual     Restricted      Under-                   Other
      and                                               Compen-       Stock         lying        LTIP       Compen-
   Principal                     Salary      Bonus      sation       Award(s)      Options/     Payouts     sation
   Position               Year     ($)        ($)         ($)          ($)          SARs(#)       ($)         ($)
---------------           ----   -------    -------     -------     ----------     --------     -------     -------
<S>                       <C>    <C>        <C>         <C>         <C>            <C>          <C>         <C>       
 
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)             1995       -          -          -           -              -             -         -
                          1996       -          -          -           -              -             -         -
Dennis R. Neill,
President(2)(3)           1996       -          -          -           -              -             -         -
                          1997       -          -          -           -              -             -         -

All Executive
Officers,
Directors,
and Employees
as a group(4)             1995     $72,596      -          -           -              -             -         -
                          1996     $77,782      -          -           -              -             -         -
                          1997     $79,430      -          -           -              -             -         -
----------
(1)   Mr. Tholen served as President and Chief Executive  Officer of Geodyne until
      July 1, 1996.
(2)   The general and  administrative  expenses paid by the P-4  Partnership and
      attributable to salary  reimbursements  do not include any salary or other
      compensation attributable to Mr. Tholen or Mr. Neill.
(3)   Mr. Neill became President of Geodyne on July 1, 1996.
(4)   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>



                                       47
<PAGE>

<TABLE>
<CAPTION>

                                                  Salary Reimbursements

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

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

C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)             1995       -           -         -           -              -             -         -
                          1996       -           -         -           -              -             -         -
Dennis R. Neill,
President(2)(3)           1996       -           -         -           -              -             -         -
                          1997       -           -         -           -              -             -         -

All Executive
Officers,
Directors,
and Employees
as a group(4)             1995     $68,075       -         -           -              -             -         -
                          1996     $72,938       -         -           -              -             -         -
                          1997     $74,484       -         -           -              -             -         -
----------
(1)   Mr. Tholen served as President and Chief Executive  Officer of Geodyne until
      July 1, 1996.
(2)   The general and  administrative  expenses paid by the P-5  Partnership and
      attributable to salary  reimbursements  do not include any salary or other
      compensation attributable to Mr. Tholen or Mr. Neill.
(3)   Mr. Neill became President of Geodyne on July 1, 1996.
(4)   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>


                                       48
<PAGE>

<TABLE>
<CAPTION>

                                                  Salary Reimbursements

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

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

C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)             1995       -           -           -           -             -           -          -
                          1996       -           -           -           -             -           -          -
Dennis R. Neill,
President(2)(3)           1996       -           -           -           -             -           -          -
                          1997       -           -           -           -             -           -          -

All Executive
Officers,
Directors,
and Employees
as a group(4)             1995     $82,208       -           -           -             -           -          -
                          1996     $88,080       -           -           -             -           -          -
                          1997     $89,947       -           -           -             -           -          -
----------
(1)   Mr. Tholen served as President and Chief Executive  Officer of Geodyne until
      July 1, 1996.
(2)   The general and  administrative  expenses paid by the P-6  Partnership and
      attributable to salary  reimbursements  do not include any salary or other
      compensation attributable to Mr. Tholen or Mr. Neill.
(3)   Mr. Neill became President of Geodyne on July 1, 1996.
(4)   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>


                                       49
<PAGE>



      During 1995 El Paso Energy  Marketing  Company,  formerly known as Premier
Gas Company ("El Paso"),  an affiliate  of the  Partnerships  until  December 6,
1995,  purchased  a portion of the gas  attributable  to the  Partnerships'  Net
Profits Interests at market prices and resold such gas directly to end-users and
local distribution companies.

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

      In addition to the  compensation/reimbursements  noted  above,  during the
three years ended December 31, 1997,  the Samson  Companies were in the business
of  supplying  field and  drilling  equipment  and  services to  affiliated  and
unaffiliated  parties  in  the  industry.  These  companies  may  have  provided
equipment  and services for wells in which the  Partnerships  have a Net Profits
Interest. These equipment and services were 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 January 31, 1998, 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.



                                       50
<PAGE>




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

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

   Samson Resources Company                              13,134     (12.2%)

   All affiliates, directors, and officers of
      the General Partner as a group and the
      General Partner (4 persons)                        13,134     (12.2%)


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

   Samson Resources Company                               7,110     ( 7.9%)

   Masco Master Investment Account
   21001 Van Born Road
   Taylor, MI 48180                                      10,600     (11.8%)

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

   All affiliates, directors, and officers
      of the General Partner as a group and
      the General Partner (4 persons)                     7,110     ( 7.9%)


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

   Samson Resources Company                              39,924     (23.5%)

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

   All affiliates, directors, and officers
      of the General Partner as a group and
      the General Partner (4 persons)                    39,924     (23.5%)




                                       51
<PAGE>



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

   Samson Resources Company                               9,738     ( 7.7%)

   Masco Master Investment Account
   21001 Van Born Road
   Taylor, MI 48180                                      10,600     ( 8.4%)

   All affiliates, directors, and officers
      of the General Partner as a group and
      the General Partner (4 persons)                     9,738     ( 7.7%)


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

   Samson Resources Company                              14,777     (12.5%)

   All affiliates, directors, and officers
      of the General Partner as a group and
      the General Partner (4 persons)                    14,777     (12.5%)


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

   Samson Resources Company                              10,843     ( 7.6%)

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

   All affiliates, directors, and officers
      of the General Partner as a group and
      the General Partner (4 persons)                    10,843     ( 7.6%)


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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




                                       52
<PAGE>



      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 the Samson  Companies.
The  Partnerships  thus  compete  with the  Samson  Companies  (including  other
currently sponsored oil and gas partnerships) for the time and resources of such
personnel. The Samson Companies devote 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.

      As a result of Samson Investment Company's  ("Samson")  acquisition of the
General Partner and its affiliates,  Samson,  PaineWebber (the dealer manager of
the  original  offering  of Units),  and the  General  Partner  entered  into an
advisory  agreement which relates  primarily to the  Partnerships.  The Advisory
Agreement will expire on March 3, 1998. The Advisory Agreement  provides,  among
other things,  that: (i) Samson will review  periodically  with  PaineWebber the
general  operations  and  performance of the  Partnerships  and the terms of any
material transaction involving a Partnership; (ii) Samson will allow PaineWebber
to advise Samson and to comment on any General Partner-initiated  amendment to a
Partnership  Agreement  which  requires a vote of the Limited  Partners  and any
proposal  initiated by the General Partner that would involve a  reorganization,
merger, or consolidation of a Partnership, a sale of all or substantially all of
the assets of a Partnership the liquidation or dissolution of a Partnership,  or
the exchange of cash,  securities,  or other  assets for all or any  outstanding
Units;  (iii) the  General  partner  will  maintain an "800"  investor  services
telephone number; and (iv) if Samson proposes a


                                       53
<PAGE>



consolidation,  merger,  or exchange  offer  involving  any limited  partnership
managed by Samson,  it will propose to include all of the  Partnerships  in such
transaction  or provide a statement to PaineWebber as to the reasons why some or
all of the Partnerships are not included in such transaction.

      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 the Samson
Companies,  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 the
Samson Companies.  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 the Samson  Companies.  For a
description of certain of the relationships  and related  transactions see "Item
11. Executive Compensation."



                                       54
<PAGE>



                                    PART IV.

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

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

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

                          Geodyne Institutional/Pension Energy Income
                             P-1 Limited Partnership                 
                          Geodyne Institutional/Pension Energy Income
                             P-2 Limited Partnership                 
                          Geodyne Institutional/Pension Energy Income
                             Limited Partnership P-3                 
                          Geodyne Institutional/Pension Energy Income
                             Limited Partnership P-4                 
                          Geodyne Institutional/Pension Energy Income
                             Limited Partnership P-5                 
                          Geodyne Institutional/Pension Energy Income
                             Limited Partnership P-6                 
                          
                    as of  December  31, 1997 and 1996 and for each of
                    the three  years in the period  ended  December  31,  1997
                    are filed as part of this report:

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

                    None.

               (3)  Exhibits:

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




                                       55
<PAGE>



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

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

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

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

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

                    4.3  Advisory  Agreement  dated  as  of  November  24,  1992
                         between Samson, PaineWebber, Geodyne Resources, Geodyne
                         Properties,   Inc.,  Geodyne  Production  Company,  and
                         Geodyne   Energy  Company  filed  as  Exhibit  28.3  to
                         Registrants'  Current Report on Form 8-K filed with the
                         SEC on December 24, 1992 and is hereby  incorporated by
                         reference.

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

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




                                       56
<PAGE>



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

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

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

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

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

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




                                       57
<PAGE>





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

                    4.13 Third Amendment to Agreement of Limited  Partnership of
                         Geodyne  Institutional/Pension  Energy  Income  Limited
                         Partnership  P-4, filed as Exhibit 4.13 to Registrant's
                         Annual Report on Form 10-K for the year ended  December
                         31,  1995  filed  with the SEC on April 1,  1996 and is
                         hereby incorporated by reference.

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

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

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

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

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

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



                                       58
<PAGE>



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

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

                   *27.1 Financial Data Schedule  containing  summary  financial
                         information      extracted     from     the     Geodyne
                         Institutional/Pension   Energy   Income   P-1   Limited
                         Partnership's  financial  statements as of December 31,
                         1997 and for the year ended December 31, 1997.

                   *27.2 Financial Data Schedule  containing  summary  financial
                         information      extracted     from     the     Geodyne
                         Institutional/Pension   Energy   Income   P-2   Limited
                         Partnership's  financial  statements as of December 31,
                         1997 and for the year ended December 31, 1997.

                   *27.3 Financial Data Schedule  containing  summary  financial
                         information      extracted     from     the     Geodyne
                         Institutional/Pension Energy Income Limited Partnership
                         P-3's financial  statements as of December 31, 1997 and
                         for the year ended December 31, 1997.

                   *27.4 Financial Data Schedule  containing  summary  financial
                         information      extracted     from     the     Geodyne
                         Institutional/Pension Energy Income Limited Partnership
                         P-4's financial  statements as of December 31, 1997 and
                         for the year ended December 31, 1997.

                   *27.5 Financial Data Schedule  containing  summary  financial
                         information      extracted     from     the     Geodyne
                         Institutional/Pension Energy Income Limited Partnership
                         P-5's financial  statements as of December 31, 1997 and
                         for the year ended December 31, 1997.

                   *27.6 Financial Data Schedule  containing  summary  financial
                         information      extracted     from     the     Geodyne
                         Institutional/Pension Energy Income Limited Partnership
                         P-6's financial  statements as of December 31, 1997 and
                         for the year ended December 31, 1997.




                                       59
<PAGE>




                    All other Exhibits are omitted as inapplicable.

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

          b) Reports on Form 8-K filed during the fourth quarter of 1997

             None.



                                       60
<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

                              By:   GEODYNE RESOURCES, INC.
                                    General Partner
                                    February 17, 1998


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

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

By:   /s/Dennis R. Neill         President and              February 17, 1998
      -------------------        Director (Principal
         Dennis R. Neill         Executive Officer)

      /s/Patrick M. Hall         (Principal                 February 17, 1998
      -------------------        Financial and
         Patrick M. Hall         Accounting Officer)

      /s/Judy K. Fox             Secretary                  February 17, 1998
      -------------------
         Judy K. Fox



                                       61
<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-2 LIMITED PARTNERSHIP

                              By:   GEODYNE RESOURCES, INC.
                                    General Partner
                                    February 17, 1998


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

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

By:   /s/Dennis R. Neill         President and              February 17, 1998
      -------------------        Director (Principal
         Dennis R. Neill         Executive Officer)

      /s/Patrick M. Hall         (Principal                 February 17, 1998
      -------------------        Financial and
         Patrick M. Hall         Accounting Officer)

      /s/Judy K. Fox             Secretary                  February 17, 1998
      -------------------
         Judy K. Fox



                                       62
<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 LIMITED PARTNERSHIP P-3

                              By:   GEODYNE RESOURCES, INC.
                                    General Partner
                                    February 17, 1998


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

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

By:   /s/Dennis R. Neill         President and              February 17, 1998
      -------------------        Director (Principal
         Dennis R. Neill         Executive Officer)

      /s/Patrick M. Hall         (Principal                 February 17, 1998
      -------------------        Financial and
         Patrick M. Hall         Accounting Officer)

      /s/Judy K. Fox             Secretary                  February 17, 1998
      -------------------
         Judy K. Fox



                                       63
<PAGE>



                                  SIGNATURES

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

                              GEODYNE INSTITUTIONAL/PENSION ENERGY
                              INCOME LIMITED PARTNERSHIP P-4

                              By:   GEODYNE RESOURCES, INC.
                                    General Partner
                                    February 17, 1998


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

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

By:   /s/Dennis R. Neill         President and              February 17, 1998
      -------------------        Director (Principal
         Dennis R. Neill         Executive Officer)

      /s/Patrick M. Hall         (Principal                 February 17, 1998
      -------------------        Financial and
         Patrick M. Hall         Accounting Officer)

      /s/Judy K. Fox             Secretary                  February 17, 1998
      -------------------
         Judy K. Fox



                                       64
<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 LIMITED PARTNERSHIP P-5

                              By:   GEODYNE RESOURCES, INC.
                                    General Partner
                                    February   , 1998


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

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

By:   /s/Dennis R. Neill         President and              February 17, 1998
      -------------------        Director (Principal
         Dennis R. Neill         Executive Officer)

      /s/Patrick M. Hall         (Principal                 February 17, 1998
      -------------------        Financial and
         Patrick M. Hall         Accounting Officer)

      /s/Judy K. Fox             Secretary                  February 17, 1998
      -------------------
         Judy K. Fox



                                       65
<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 LIMITED PARTNERSHIP P-6

                              By:   GEODYNE RESOURCES, INC.
                                    General Partner
                                    February 17, 1998


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

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

By:   /s/Dennis R. Neill         President and              February 17, 1998
      -------------------        Director (Principal
         Dennis R. Neill         Executive Officer)

      /s/Patrick M. Hall         (Principal                 February 17, 1998
      -------------------        Financial and
         Patrick M. Hall         Accounting Officer)

      /s/Judy K. Fox             Secretary                  February 17, 1998
      -------------------
         Judy K. Fox


                                       66
<PAGE>
ITEM 8:     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                        REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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

      We  have   audited   the   combined   balance   sheets   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,
as of  December  31,  1997 and  1996  and the  related  combined  statements  of
operations, changes in partners' capital (deficit), and cash flows for the years
ended December 31, 1997,  1996,  and 1995.  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 in accordance  with  generally  accepted  auditing
standards.  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.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

      In our  opinion,  the  combined  financial  statements  referred  to above
present fairly, in all material respects, the combined financial position of the
Geodyne  Institutional/Pension Energy Income P-1 Limited Partnership and Geodyne
NPI  Partnership  P-1 at December 31, 1997 and 1996 and the combined  results of
their operations and cash flows for the years ended December 31, 1997, 1996, and
1995, in conformity with generally accepted accounting principles.



                                    COOPERS & LYBRAND L.L.P.





Tulsa, Oklahoma
February 6, 1998






                                      F-1
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
                           GEODYNE NPI PARTNERSHIP P-1
                             Combined Balance Sheets
                           December 31, 1997 and 1996


                                     ASSETS
                                     ------

                                                       1997           1996
                                                   ------------   -----------

CURRENT ASSETS:
   Cash and cash equivalents                        $  503,622     $  293,296
   Accounts receivable:
      Net Profits                                      164,644        257,458
                                                     ---------      ---------

         Total current assets                       $  668,266     $  550,754

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                     1,408,420      2,680,005
                                                     ---------      ---------

                                                    $2,076,686     $3,230,759
                                                     =========      =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                                 ($   87,415)   ($   62,666)
   Limited Partners, issued and
     outstanding, 108,074 Units                      2,164,101      3,293,425
                                                     ---------      ---------

         Total Partners' capital                    $2,076,686     $3,230,759
                                                     =========      =========






                     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, 1997, 1996, and 1995

                               1997              1996              1995
                           ------------      ------------      ----------
REVENUES:
   Net Profits              $1,064,105        $1,191,311        $935,026
   Interest income              11,117             9,643           8,151
   Gain on sale of
      Net Profits
         Interests             380,408            80,721           7,144
                             ---------         ---------         -------
                            $1,455,630        $1,281,675        $950,321

COSTS AND EXPENSES:
   Depletion of
      Net Profits
         Interests          $  263,691        $  324,506        $698,380
   Impairment Provision        902,042              -             86,264
   General and
      administrative           129,205           130,147         126,220
                             ---------         ---------         -------
                            $1,294,938        $  454,653        $910,864
                             ---------         ---------         -------

NET INCOME                  $  160,692        $  827,022        $ 39,457
                             =========         =========         =======
GENERAL PARTNER -
   NET INCOME               $   54,016        $   53,849        $ 33,359
                             =========         =========         =======
LIMITED PARTNERS - NET
   INCOME                   $  106,676        $  773,173        $  6,098
                             =========         =========         =======
NET INCOME
   per Unit                 $      .99        $     7.15        $    .06
                             =========         =========         =======
UNITS OUTSTANDING              108,074           108,074         108,074
                             =========         =========         =======






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




                                      F-3
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
                           GEODYNE NPI PARTNERSHIP P-1
          Combined Statements of Changes in Partners' Capital (Deficit)
                   For the Years Ended December 31, 1997, 1996, and 1995


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

Balance, December 31, 1994     $4,286,154         ($42,681)        $4,243,473
   Net income                       6,098           33,359             39,457
   Cash distributions         (   755,000)        ( 39,000)       (   794,000)
                                ---------           ------          ---------

Balance, December 31, 1995     $3,537,252         ($48,322)        $3,488,930
   Net income                     773,173           53,849            827,022
   Cash distributions         ( 1,017,000)        ( 68,193)       ( 1,085,193)
                                ---------           ------          ---------

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

Balance, December 31, 1997     $2,164,101         ($87,415)        $2,076,686
                                =========           ======          =========






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



                                      F-4
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
                           GEODYNE NPI PARTNERSHIP P-1
                        Combined Statements of Cash Flows
              For the Years Ended December 31, 1997, 1996, and 1995

                                   1997               1996             1995
                                ------------      ------------      ----------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                    $  160,692        $  827,022        $ 39,457
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depletion of Net
         Profits Interests          263,691           324,506         698,380
      Impairment Provision          902,042              -             86,264
      Gain on sale of
         Net Profits Interests  (   380,408)      (    80,721)      (   7,144)
      (Increase)decrease in
         accounts receivable         92,814       (    36,311)      (  34,097)
                                  ---------         ---------         -------

   Net cash provided by
      operating activities       $1,038,831        $1,034,496        $782,860
                                  ---------         ---------         -------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures         ($   21,339)      ($   12,540)      ($  4,566)
   Proceeds from sale of
      Net Profits Interests         507,599           115,009          30,046
                                  ---------         ---------         -------

   Net cash provided by
      investing activities       $  486,260        $  102,469        $ 25,480
                                  ---------         ---------         -------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions           ($1,314,765)      ($1,085,193)      ($794,000)
                                  ---------         ---------         -------
   Net cash used by financing
      activities                ($1,314,765)      ($1,085,193)      ($794,000)
                                  ---------         ---------         -------

NET INCREASE IN CASH
   AND CASH EQUIVALENTS          $  210,326        $   51,772        $ 14,340

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD           293,296           241,524         227,184
                                  ---------         ---------         -------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD               $  503,622        $  293,296        $241,524
                                  =========         =========         =======
                     The accompanying notes are an integral
                  part of these combined financial statements.



                                      F-5
<PAGE>



                        REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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

      We  have   audited   the   combined   balance   sheets   of  the   Geodyne
Institutional/Pension  Energy  Income P-2 Limited  Partnership,  a Texas limited
partnership,  and Geodyne NPI Partnership P-2, an Oklahoma general  partnership,
as of  December  31,  1997 and  1996  and the  related  combined  statements  of
operations, changes in partners' capital (deficit), and cash flows for the years
ended December 31, 1997,  1996,  and 1995.  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 in accordance  with  generally  accepted  auditing
standards.  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.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

      In our  opinion,  the  combined  financial  statements  referred  to above
present fairly, in all material respects, the combined financial position of the
Geodyne  Institutional/Pension Energy Income P-2 Limited Partnership and Geodyne
NPI  Partnership  P-2 at December 31, 1997 and 1996 and the combined  results of
their operations and cash flows for the years ended December 31, 1997, 1996, and
1995, in conformity with generally accepted accounting principles.



                                    COOPERS & LYBRAND L.L.P.






Tulsa, Oklahoma
February 6, 1998




                                      F-6
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP
                           GEODYNE NPI PARTNERSHIP P-2
                             Combined Balance Sheets
                           December 31, 1997 and 1996


                                     ASSETS
                                     ------

                                              1997              1996
                                          ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents               $  369,191        $  222,506
   Accounts receivable:
      Net Profits                             135,331           203,287
      General Partner                            -                8,376
                                            ---------         ---------

         Total current assets              $  504,522        $  434,169

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method            1,182,230         2,201,380
                                            ---------         ---------

                                           $1,686,752        $2,635,549
                                            =========         =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                        ($   72,438)      ($   57,428)
   Limited Partners, issued and
     outstanding, 90,094 Units              1,759,190         2,692,977
                                            ---------         ---------

         Total Partners' capital           $1,686,752        $2,635,549
                                            =========         =========






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



                                      F-7
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP
                           GEODYNE NPI PARTNERSHIP P-2
                        Combined Statements of Operations
              For the Years Ended December 31, 1997, 1996, and 1995

                                  1997            1996          1995
                               ----------      ----------     ----------
REVENUES:
   Net Profits                  $  836,494      $911,429       $715,608
   Interest income                   8,532         7,216          5,184
   Gain on sale of
      Net Profits Interests        284,247        57,048         13,376
                                 ---------       -------        -------

                                $1,129,273      $975,693       $734,168

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests         $  207,379      $275,464       $605,201
   Impairment provision            727,893          -           182,970
   General and
      administrative               107,544       108,749        105,286
                                 ---------       -------        -------
                                $1,042,816      $384,213       $893,457
                                 ---------       -------        -------

NET INCOME (LOSS)               $   86,457      $591,480      ($159,289)
                                 =========       =======        =======
GENERAL PARTNER -
   NET INCOME                   $   41,244      $ 40,232       $ 23,562
                                 =========       =======        =======
LIMITED PARTNERS - NET
   INCOME (LOSS)                $   45,213      $551,248      ($182,851)
                                 =========       =======        =======
NET INCOME (LOSS)
   per Unit                     $      .50      $   6.12      ($   2.03)
                                 =========       =======        =======
UNITS OUTSTANDING                   90,094        90,094         90,094
                                 =========       =======        =======






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




                                      F-8
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP
                           GEODYNE NPI PARTNERSHIP P-2
          Combined Statements of Changes in Partners' Capital (Deficit)
                   For the Years Ended December 31, 1997, 1996, and 1995


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

Balance, December 31, 1994     $3,628,580         ($42,252)        $3,586,328
   Net income (loss)          (   182,851)          23,562        (   159,289)
   Cash distributions         (   545,000)        ( 27,500)       (   572,500)
                                ---------           ------          ---------

Balance, December 31, 1995     $2,900,729         ($46,190)        $2,854,539
   Net income                     551,248           40,232            591,480
   Cash distributions         (   759,000)        ( 51,470)       (   810,470)
                                ---------           ------          ---------

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

Balance, December 31, 1997     $1,759,190         ($72,438)        $1,686,752
                                =========           ======          =========






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




                                      F-9
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP
                           GEODYNE NPI PARTNERSHIP P-2
                        Combined Statements of Cash Flows
              For the Years Ended December 31, 1997, 1996, and 1995

                                    1997              1996              1995
                                ------------      ------------      ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)             $   86,457        $591,480         ($159,289)
   Adjustments to reconcile
      net income (loss) to
      net cash provided by
      operating activities:
      Depletion of Net
         Profits Interests          207,379         275,464           605,201
      Impairment provision          727,893            -              182,970
      Gain on sale of
         Net Profits Interests  (   284,247)      (  57,048)        (  13,376)
      (Increase) decrease in
         accounts receivable
         - Net Profits               67,956       (  27,246)        (  39,805)
      (Increase) decrease in
         accounts receivable
         -General Partner             8,376       (   8,376)             -
                                  ---------         -------           -------

   Net cash provided by
      operating activities       $  813,814        $774,274          $575,701
                                  ---------         -------           -------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures         ($   34,745)      ($  6,613)        ($  9,877)
   Proceeds from sale of
      Net Profits Interests         402,870          97,524            36,381
                                  ---------         -------           -------

   Net cash provided
      by investing activities    $  368,125        $ 90,911          $ 26,504
                                  ---------         -------           -------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions           ($1,035,254)      ($810,470)        ($572,500)
                                  ---------         -------           -------
   Net cash used by financing
      activities                ($1,035,254)      ($810,470)        ($572,500)
                                  ---------         -------           -------

NET INCREASE IN CASH
   AND CASH EQUIVALENTS          $  146,685        $ 54,715          $ 29,705



                                      F-10
<PAGE>




CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD           222,506         167,791           138,086
                                  ---------         -------           -------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD               $  369,191        $222,506          $167,791
                                  =========         =======           =======






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




                                      F-11
<PAGE>



                        REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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

      We  have   audited   the   combined   balance   sheets   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,
as of  December  31,  1997 and  1996  and the  related  combined  statements  of
operations, changes in partners' capital (deficit), and cash flows for the years
ended December 31, 1997,  1996,  and 1995.  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 in accordance  with  generally  accepted  auditing
standards.  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.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

      In our  opinion,  the  combined  financial  statements  referred  to above
present fairly, in all material respects, the combined financial position of the
Geodyne  Institutional/Pension Energy Income Limited Partnership P-3 and Geodyne
NPI  Partnership  P-3 at December 31, 1997 and 1996 and the combined  results of
their operations and cash flows for the years ended December 31, 1997, 1996, and
1995, in conformity with generally accepted accounting principles.




                                    COOPERS & LYBRAND L.L.P.





Tulsa, Oklahoma
February 6, 1998




                                      F-12
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
                           GEODYNE NPI PARTNERSHIP P-3
                             Combined Balance Sheets
                           December 31, 1997 and 1996


                                     ASSETS
                                     ------

                                               1997              1996
                                           ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                $  685,628        $  415,354
   Accounts receivable:
      Net Profits                              254,470           379,725
      General Partner                             -               16,473
                                             ---------         ---------

         Total current assets               $  940,098        $  811,552

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method             2,196,444         4,156,531
                                             ---------         ---------

                                            $3,136,542        $4,968,083
                                             =========         =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                         ($  137,258)      ($  107,085)
   Limited Partners, issued and
     outstanding, 169,637 Units              3,273,800         5,075,168
                                             ---------         ---------

         Total Partners' capital            $3,136,542        $4,968,083
                                             =========         =========






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




                                      F-13
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
                           GEODYNE NPI PARTNERSHIP P-3
                        Combined Statements of Operations
              For the Years Ended December 31, 1997, 1996, and 1995

                                 1997              1996              1995
                             ------------      ------------      ------------
REVENUES:
   Net Profits                $1,559,975        $1,706,259        $1,327,052
   Interest income                16,329            12,976            10,368
   Gain on sale of
      Net Profits Interests      532,904           105,977            16,231
                               ---------         ---------         ---------

                              $2,109,208        $1,825,212        $1,353,651

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests       $  385,937        $  521,166        $1,147,906
   Impairment provision        1,413,917              -              377,983
   General and
      administrative             202,308           204,160           199,113
                               ---------         ---------         ---------
                              $2,002,162        $  725,326        $1,725,002
                               ---------         ---------         ---------

NET INCOME (LOSS)             $  107,046        $1,099,886       ($  371,351)
                               =========         =========         =========
GENERAL PARTNER -
   NET INCOME                 $   76,414        $   75,192        $   42,468
                               =========         =========         =========
LIMITED PARTNERS - NET
   INCOME (LOSS)              $   30,632        $1,024,694       ($  413,819)
                               =========         =========         =========
NET INCOME (LOSS)
   per Unit                   $      .18        $     6.04       ($     2.44)
                               =========         =========         =========
UNITS OUTSTANDING                169,637           169,637           169,637
                               =========         =========         =========






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



                                      F-14
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
                           GEODYNE NPI PARTNERSHIP P-3
          Combined Statements of Changes in Partners' Capital (Deficit)
                   For the Years Ended December 31, 1997, 1996, and 1995


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

Balance, Dec. 31, 1994        $ 6,911,293        ($ 75,099)       $6,836,194
   Net income (loss)         (    413,819)          42,468       (   371,351)
   Cash distributions        (  1,055,000)       (  54,000)      ( 1,109,000)
                               ----------          -------         ---------

Balance, Dec. 31, 1995        $ 5,442,474        ($ 86,631)       $5,355,843
   Net income                   1,024,694           75,192         1,099,886
   Cash distributions        (  1,392,000)       (  95,646)      ( 1,487,646)
                               ----------          -------         ---------

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

Balance, Dec. 31, 1997        $ 3,273,800        ($137,258)       $3,136,542
                               ==========          =======         =========






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




                                      F-15
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
                           GEODYNE NPI PARTNERSHIP P-3
                        Combined Statements of Cash Flows
              For the Years Ended December 31, 1997, 1996, and 1995

                                     1997              1996            1995
                                 ------------      ------------    ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)              $  107,046        $1,099,886     ($  371,351)
   Adjustments to reconcile
      net income (loss) to
      net cash provided by
      operating activities:
      Depletion of Net
         Profits Interests           385,937           521,166       1,147,906
     Impairment provision          1,413,917              -            377,983
      Gain on sale of
         Net Profits Interests   (   532,904)      (   105,977)    (    16,231)
      (Increase) decrease in
         accounts receivable
         - Net Profits               125,255       (    61,150)    (    67,313)
      (Increase) decrease in
         accounts receivable
         -General Partner             16,473       (    16,473)           -
                                   ---------         ---------       ---------

   Net cash provided by
      operating activities        $1,515,724        $1,437,452      $1,070,994
                                   ---------         ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures          ($   66,502)      ($   12,220)    (    19,116)
   Proceeds from sale of  
      Net Profits Interests          759,639           181,139          68,171
                                   ---------         ---------       ---------

   Net cash provided
      by investing activities     $  693,137        $  168,919      $   49,055
                                   ---------         ---------       ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions            ($1,938,587)      ($1,487,646)    ($1,109,000)
                                   ---------         ---------       ---------
   Net cash used by financing
      activities                 ($1,938,587)      ($1,487,646)    ($1,109,000)
                                   ---------         ---------       ---------

NET INCREASE IN CASH
   AND CASH EQUIVALENTS           $  270,274        $  118,725      $   11,049



                                      F-16
<PAGE>




CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD            415,354           296,629         285,580
                                   ---------         ---------       ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                $  685,628        $  415,354      $  296,629
                                   =========         =========       =========






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




                                      F-17
<PAGE>



                        REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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

      We  have   audited   the   combined   balance   sheets   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,
as of  December  31,  1997 and  1996  and the  related  combined  statements  of
operations, changes in partners' capital (deficit), and cash flows for the years
ended December 31, 1997,  1996,  and 1995.  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 in accordance  with  generally  accepted  auditing
standards.  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.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

      In our  opinion,  the  combined  financial  statements  referred  to above
present fairly, in all material respects, the combined financial position of the
Geodyne  Institutional/Pension Energy Income Limited Partnership P-4 and Geodyne
NPI  Partnership  P-4 at December 31, 1997 and 1996 and the combined  results of
their operations and cash flows for the years ended December 31, 1997, 1996, and
1995, in conformity with generally accepted accounting principles.




                                    COOPERS & LYBRAND L.L.P.




Tulsa, Oklahoma
February 6, 1998



                                      F-18
<PAGE>



      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
                           GEODYNE NPI PARTNERSHIP P-4
                             Combined Balance Sheets
                           December 31, 1997 and 1996


                                     ASSETS
                                     ------
                                                 1997              1996
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  243,903        $  345,876
   Accounts receivable:
      Net Profits                                301,060           369,940
                                               ---------         ---------

         Total current assets                 $  544,963        $  715,816

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method               1,282,329         2,567,661
                                               ---------         ---------

                                              $1,827,292        $3,283,477
                                               =========         =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   94,799)      ($   81,373)
   Limited Partners, issued and
     outstanding, 126,306 Units                1,922,091         3,364,850
                                               ---------         ---------

         Total Partners' capital              $1,827,292        $3,283,477
                                               =========         =========






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




                                      F-19
<PAGE>



      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
                           GEODYNE NPI PARTNERSHIP P-4
                        Combined Statements of Operations
              For the Years Ended December 31, 1997, 1996, and 1995

                                  1997              1996              1995
                              ------------      ------------      ------------
REVENUES:
   Net Profits                 $1,290,780        $1,373,635        $1,251,153
   Interest income                 13,072            11,768            12,458
   Gain (Loss) on sale of
      Net Profits Interests        63,002       (    52,591)      (       508)
                                ---------         ---------         ---------

                               $1,366,854        $1,332,812        $1,263,103

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests        $  364,709        $  540,791        $  990,870
   Impairment provision           752,388              -              581,036
   General and
      administrative              148,419           154,265           147,935
                                ---------         ---------         ---------
                               $1,265,516        $  695,056        $1,719,841
                                ---------         ---------         ---------

NET INCOME (LOSS)              $  101,338        $  637,756       ($  456,738)
                                =========         =========         =========
GENERAL PARTNER -
   NET INCOME                  $   49,097        $   52,931        $   40,039
                                =========         =========         =========
LIMITED PARTNERS - NET
   INCOME (LOSS)               $   52,241        $  584,825       ($  496,777)
                                =========         =========         =========
NET INCOME (LOSS)
   per Unit                    $      .41        $     4.63       ($     3.93)
                                =========         =========         =========
UNITS OUTSTANDING                 126,306           126,306           126,306
                                =========         =========         =========






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




                                      F-20
<PAGE>



      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
                           GEODYNE NPI PARTNERSHIP P-4
          Combined Statements of Changes in Partners' Capital (Deficit)
                   For the Years Ended December 31, 1997, 1996, and 1995


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

Balance, Dec. 31, 1994     $5,546,802         ($ 40,585)       $5,506,217
   Net income (loss)      (   496,777)           40,039       (   456,738)
   Cash distributions     ( 1,055,000)        (  54,000)      ( 1,109,000)
                            ---------           -------         ---------

Balance, Dec. 31, 1995     $3,995,025         ($ 54,546)       $3,940,479
   Net income                 584,825            52,931           637,756
   Cash distributions     ( 1,215,000)        (  79,758)      ( 1,294,758)
                            ---------           -------         ---------

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

Balance, Dec. 31, 1997     $1,922,091         ($ 94,799)       $1,827,292
                            =========           =======         =========






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




                                      F-21
<PAGE>



      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
                           GEODYNE NPI PARTNERSHIP P-4
                        Combined Statements of Cash Flows
              For the Years Ended December 31, 1997, 1996, and 1995

                                      1997              1996           1995
                                  ------------      ------------   ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)               $  101,338        $  637,756    ($  456,738)
   Adjustments to reconcile
      net income (loss) to
      net cash provided by
      operating activities:
      Depletion of Net
         Profits Interests            364,709           540,791        990,870
      Impairment provision            752,388              -           581,036
      (Gain) loss on sale of
         Net Profits Interests    (    63,002)           52,591            508
      (Increase) decrease in
         accounts receivable           68,880       (    17,033)   (   139,959)
                                    ---------         ---------       --------

   Net cash provided by
     operating activities          $1,224,313        $1,214,105     $  975,717
                                    ---------         ---------      ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures           ($   35,028)      ($      804)   (    19,172)
   Proceeds from sale of
      Net Profits Interests           266,265           139,216          9,907
                                    ---------         ---------      ---------

   Net cash provided (used)
      by investing activities      $  231,237        $  138,412    ($    9,265)
                                    ---------         ---------      ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions             ($1,557,523)      ($1,294,758)   ($1,109,000)
                                    ---------         ---------      ---------
   Net cash used by financing
      activities                  ($1,557,523)      ($1,294,758)   ($1,109,000)
                                    ---------         ---------      ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS      ($  101,973)       $   57,759    ($  142,548)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD             345,876           288,117        430,665
                                    ---------         ---------      ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                 $  243,903        $  345,876     $  288,117
                                    =========         =========      =========

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



                                      F-22
<PAGE>



                        REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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

      We  have   audited   the   combined   balance   sheets   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,
as of  December  31,  1997 and  1996  and the  related  combined  statements  of
operations, changes in partners' capital (deficit), and cash flows for the years
ended December 31, 1997,  1996,  and 1995.  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 in accordance  with  generally  accepted  auditing
standards.  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.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

      In our  opinion,  the  combined  financial  statements  referred  to above
present fairly, in all material respects, the combined financial position of the
Geodyne  Institutional/Pension Energy Income Limited Partnership P-5 and Geodyne
NPI  Partnership  P-5 at December 31, 1997 and 1996 and the combined  results of
their operations and cash flows for the years ended December 31, 1997, 1996, and
1995, in conformity with generally accepted accounting principles.




                                    COOPERS & LYBRAND L.L.P.




Tulsa, Oklahoma
February 6, 1998



                                      F-23
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
                           GEODYNE NPI PARTNERSHIP P-5
                             Combined Balance Sheets
                           December 31, 1997 and 1996

                                     ASSETS
                                     ------
                                             1997              1996
                                         ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents              $  228,750        $  247,540
   Accounts receivable:
      Net Profits                            134,968           209,058
                                           ---------         ---------

         Total current assets             $  363,718        $  456,598

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method           1,257,789         2,536,590
                                           ---------         ---------

                                          $1,621,507        $2,993,188
                                           =========         =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                       ($   74,683)      ($   60,088)
   Limited Partners, issued and
     outstanding, 118,449 Units            1,696,190         3,053,276
                                           ---------         ---------

         Total Partners' capital          $1,621,507        $2,993,188
                                           =========         =========






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





                                      F-24
<PAGE>



      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
                           GEODYNE NPI PARTNERSHIP P-5
                        Combined Statements of Operations
              For the Years Ended December 31, 1997, 1996, and 1995

                                   1997              1996              1995
                               ------------      ------------      ------------
REVENUES:
   Net Profits                  $1,000,125        $1,112,631        $  938,957
   Interest income                   8,836             7,595             8,722
   Gain on sale of
      Net Profits Interests         79,182            30,479             1,364
                                 ---------         ---------         ---------

                                $1,088,143        $1,150,705        $  949,043

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests         $  249,055        $  368,974        $  785,795
   Impairment provision          1,018,068              -              194,933
   General and
      administrative               141,907           142,033           138,959
                                 ---------         ---------         ---------
                                $1,409,030        $  511,007        $1,119,687
                                 ---------         ---------         ---------

NET INCOME (LOSS)              ($  320,887)       $  639,698       ($  170,644)
                                 =========         =========         =========
GENERAL PARTNER -
   NET INCOME                   $   34,199        $   46,364        $   30,697
                                 =========         =========         =========
LIMITED PARTNERS - NET
   INCOME (LOSS)               ($  355,086)       $  593,334       ($  201,341)
                                 =========         =========         =========
NET INCOME (LOSS)
   per Unit                    ($     3.00)       $     5.01       ($     1.70)
                                 =========         =========         =========
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, 1997, 1996, and 1995


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

Balance, Dec. 31, 1994        $4,160,283         ($44,622)        $4,115,661
   Net income (loss)         (   201,341)          30,697        (   170,644)
   Cash distributions        (   685,000)        ( 34,500)       (   719,500)
                               ---------           ------          ---------

Balance, Dec. 31, 1995        $3,273,942         ($48,425)        $3,225,517
   Net income                    593,334           46,364            639,698
   Cash distributions        (   814,000)        ( 58,027)       (   872,027)
                               ---------           ------          ---------

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

Balance, Dec. 31, 1997        $1,696,190         ($74,683)        $1,621,507
                               =========           ======          =========


                     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, 1997, 1996, and 1995

                                    1997              1996              1995
                                ------------      ------------      ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)            ($  320,887)        $639,698         ($170,644)
   Adjustments to reconcile
      net income (loss) to
      net cash provided by
      operating activities:
      Depletion of Net
         Profits Interests          249,055          368,974           785,795
     Impairment provision         1,018,068             -              194,933
      Gain on sale of
         Net Profits Interests  (    79,182)       (  30,479)        (   1,364)
      (Increase) decrease in
         accounts receivable         74,090        (  58,851)        (  34,700)
                                  ---------          -------           -------

   Net cash provided by
     operating activities        $  941,144         $919,342          $774,020
                                  ---------          -------           -------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures         ($      980)       ($  2,807)        ($ 29,603)
   Proceeds from sale of
      Net Profits Interests          91,840           35,956             1,557
                                  ---------         --------           -------

   Net cash provided (used)
      by investing activities    $   90,860         $ 33,149         ($ 28,046)
                                  ---------          -------           -------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions           ($1,050,794)       ($872,027)        ($719,500)
                                  ---------          -------          --------
   Net cash used by financing
      activities                ($1,050,794)       ($872,027)        ($719,500)
                                  ---------          -------          --------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS    ($   18,790)        $ 80,464          $ 26,474

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD           247,540          167,076           140,602
                                  ---------          -------           -------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD               $  228,750         $247,540          $167,076
                                  =========          =======           =======

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



                                      F-27
<PAGE>



                        REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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

      We  have   audited   the   combined   balance   sheets   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,
as of  December  31,  1997 and  1996  and the  related  combined  statements  of
operations, changes in partners' capital (deficit), and cash flows for the years
ended December 31, 1997,  1996,  and 1995.  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 in accordance  with  generally  accepted  auditing
standards.  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.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

      In our  opinion,  the  combined  financial  statements  referred  to above
present fairly, in all material respects, the combined financial position of the
Geodyne  Institutional/Pension Energy Income Limited Partnership P-6 and Geodyne
NPI  Partnership  P-6 at December 31, 1997 and 1996 and the combined  results of
their operations and cash flows for the years ended December 31, 1997, 1996, and
1995, in conformity with generally accepted accounting principles.




                                    COOPERS & LYBRAND L.L.P.




Tulsa, Oklahoma
February 6, 1998




                                      F-28
<PAGE>



      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6
                           GEODYNE NPI PARTNERSHIP P-6
                             Combined Balance Sheets
                           December 31, 1997 and 1996

                                     ASSETS
                                     ------
                                              1997              1996
                                          ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents               $  362,957        $  319,699
   Accounts receivable:
      Net Profits                             291,352           428,072
                                            ---------         ---------

         Total current assets              $  654,309        $  747,771

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method            2,457,809         3,966,906
                                            ---------         ---------

                                           $3,112,118        $4,714,677
                                            =========         =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                        ($   96,514)      ($   59,021)
   Limited Partners, issued and
     outstanding, 143,041 Units             3,208,632         4,773,698
                                            ---------         ---------

         Total Partners' capital           $3,112,118        $4,714,677
                                            =========         =========






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



                                      F-29
<PAGE>




                 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
                            LIMITED PARTNERSHIP P-6
                          GEODYNE NPI PARTNERSHIP P-6
                       Combined Statements of Operations
             For the Years Ended December 31, 1997, 1996, and 1995

                                  1997              1996            1995
                              ----------       ------------    ----------
REVENUES:
   Net Profits                $1,793,685       $2,002,957       $1,284,185
   Interest income                15,425           13,419           10,768
   Gain on sale
      of Net Profits
      Interests                   37,698           24,815            6,045
                               ---------         --------        ---------

                              $1,846,808       $2,041,191       $1,300,998


COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests       $  610,647       $  788,251       $1,520,338
   Impairment provision          898,584             -             478,168
   General and
     administrative              171,754          171,630          173,446
                               ---------        ---------        ---------
                              $1,680,985       $  959,881       $2,171,952
                               ---------        ---------        ---------

NET INCOME(LOSS)              $  165,823       $1,081,310      ($  870,954)
                               =========        =========        =========
GENERAL PARTNER -
   NET INCOME                 $   67,889       $   84,925       $   36,393
                               =========        =========        =========
LIMITED PARTNERS - NET
   INCOME (LOSS)              $   97,934       $  996,385      ($  907,347)
                               =========        =========        =========
NET INCOME (LOSS)
   per Unit                   $      .68       $     6.97      ($     6.34)
                               =========        =========        =========
UNITS OUTSTANDING                143,041          143,041          143,041
                               =========        =========        =========






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



                                      F-30
<PAGE>




                   GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
                             LIMITED PARTNERSHIP P-6
                           GEODYNE NPI PARTNERSHIP P-6
          Combined Statements of Changes in Partners' Capital (Deficit)
                   For the Years Ended December 31, 1997, 1996 and 1995


                                       Limited      General       
                                      Partners      Partner        Combined
                                    ------------   ----------     -----------
                                                             
Balance, Dec. 31, 1994               $6,944,660    ($ 41,174)     $6,903,486
   Net income (loss)                (   907,347)      36,393     (   870,954)
   Cash distributions               (   820,000)   (  42,500)    (   862,500)
                                      ---------      -------       ---------
                                                             
Balance, Dec. 31, 1995               $5,217,313    ($ 47,281)     $5,170,032
   Net income                           996,385       84,925       1,081,310
   Cash distributions               ( 1,440,000)   (  96,665)     (1,536,665)
                                     ----------       ------       ---------
                                                             
Balance, Dec. 31, 1996               $4,773,698    ($ 59,021)     $4,714,677
   Net income                            97,934       67,889         165,823
   Cash distributions               ( 1,663,000)   ( 105,382)     (1,768,382)
                                      ---------      ------        ---------
                                                             
Balance, Dec. 31, 1997               $3,208,632    ($ 96,514)     $3,112,118
                                      =========      =======       =========
                                                             
                                                   




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




                                      F-31
<PAGE>



                   GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
                             LIMITED PARTNERSHIP P-6
                           GEODYNE NPI PARTNERSHIP P-6
                        Combined Statements of Cash Flows
              For the Years Ended December 31, 1997, 1996, and 1995

                                       1997          1996            1995
                                    ------------  ------------    -----------
                                                              
CASH FLOWS FROM OPERATING                                     
   ACTIVITIES:                                                
   Net income (loss)                 $  165,823    $1,081,310    ($  870,954)
   Adjustments to reconcile                                   
     net income (loss)                                        
     to net cash provided by                                  
     operating activities:                                    
   Depletion of Net                                           
      Profits Interests                 610,647       788,251      1,520,338
   Impairment provision                 898,584          -           478,168
   Gain on sale of                                            
      Net Profits Interests         (    37,698)  (    24,815)        (6,045)
   (Increase) decrease in                                     
      accounts receivable               136,720   (   196,497)      (177,962)
                                      ---------    ----------       ---------
                                                              
   Net cash provided by                                       
      operating activities           $1,774,076    $1,648,249     $  943,545
                                      ---------     ---------      ---------
                                                              
CASH FLOWS FROM INVESTING                                     
   ACTIVITIES:                                                
   Capital expenditures             ($   6,041)   ($   73,296)   ($   50,621)
   Proceeds from sale of                                      
      Net Profits Interests              43,605        27,231         10,790
                                      ---------     ---------      ---------
                                                              
   Net cash provided (used)                                   
      by investing activities        $   37,564   ($   46,065)   ($   39,831)
                                      ---------     ---------      ---------
CASH FLOWS FROM FINANCING                                     
   ACTIVITIES:                                                
   Cash distributions               ($1,768,382)  ($1,536,665)   ($  862,500)
                                      ---------     ---------      ---------
                                                              
   Net cash used by financing                                 
      activities                    ($1,768,382)  ($1,536,665)   ($  862,500)
                                      ---------     ---------      ---------
                                                              
                                                              

                                      F-32
<PAGE>
                                                        
                                                              
                                                              
                                                              
NET INCREASE IN CASH                                          
   AND CASH EQUIVALENTS              $   43,258    $   65,519     $   41,214
                                                              
CASH AND CASH EQUIVALENTS                                     
   AT BEGINNING OF PERIOD               319,699       254,180        212,966
                                      ---------     ---------       ---------
                                                              
CASH AND CASH EQUIVALENTS                                     
   AT END OF PERIOD                  $  362,957    $  319,699     $  254,180
                                      =========     =========      =========
                                                              
                                                 




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



                                      F-33
<PAGE>




                      GEODYNE INSTITUTIONAL/PENSION PROGRAM
           Notes to the Combined Financial Statements For the Periods
                     Ended December 31, 1997, 1996, and 1995


1.    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Organization and Nature of Operations

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

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




                                      F-34
<PAGE>



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

      For  purposes of these  financial  statements,  the  Partnerships  and NPI
Partnerships are collectively  referred to as the "Partnerships" and the general
partner and  managing  partner  are  collectively  referred  to as the  "General
Partner".  An  affiliate of the General  Partner  owned the  following  Units at
December 31, 1997:


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

                P-1             13,134             12.2%
                P-2              7,110              7.9%
                P-3             39,924             23.5%
                P-4              9,738              7.7%
                P-5             14,777             12.5%
                P-6             10,843              7.6%


      The  Partnerships'   sole  business  is  owning  Net  Profits   Interests.
Substantially  all of the gas reserves  attributable  to the  Partnerships'  Net
Profits  Interests are being sold  regionally  on the "spot  market." Due to the
highly  competitive  nature of the spot  market,  prices on the spot  market are
subject to wide seasonal and regional pricing  fluctuations.  In addition,  such
spot market sales are generally  short term in nature and are dependent upon the
obtaining of transportation services provided by pipelines.


      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:



                                      F-35
<PAGE>




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

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

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

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

----------

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



                                      F-36
<PAGE>



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


      Basis of Presentation

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


      Cash and Cash Equivalents

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


      Credit Risk

      Accrued  oil  and gas  sales,  which  are  included  in the  Partnerships'
Accounts  Receivable  - Net  Profits,  are  due  from a  variety  of oil and gas
purchasers   and,   therefore,   indirectly   subject  the   Partnerships  to  a
concentration of credit risk. Some of these purchasers are discussed in Note 4 -
Major Customers.


      Receivable from General Partner

      The receivable  from the General  Partner at December 31, 1996 for the P-2
and P-3 Partnerships represents proceeds due to the Partnerships for the sale of
Net  Profits  Interests.  Such  receivable  was  collected  by the  P-2  and P-3
Partnerships in the first quarter of 1997.





                                      F-37
<PAGE>



      Net Profits Interests

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

      Depletion  of the  cost  of  Net  Profits  Interests  is  computed  on the
units-of-production  method.  The Partnerships'  calculation of depletion of its
Net Profits Interests  includes  estimated  dismantlement and abandonment costs,
net of estimated salvage values. The depletion rate per equivalent barrel of oil
produced  during the years  ended  December  31,  1997,  1996,  and 1995 were as
follows:

                  Partnership             1997        1996        1995
                  -----------             ----        ----        ----

                      P-1                 2.88        2.90        5.52
                      P-2                 2.84        3.09        5.93
                      P-3                 2.83        3.11        5.97
                      P-4                 3.46        4.22        5.62
                      P-5                 2.65        3.20        5.55
                      P-6                 3.34        3.66        6.10

      The   Partnerships   follow  the  provisions  of  Statement  of  Financial
Accounting  Standards  ("SFAS") No. 121,  "Accounting for the Impairment of Long
Lived Assets and Assets Held for Disposal,"  which is intended to establish more
consistent  accounting  standards for measuring the recoverability of long-lived
assets.   SFAS  No.  121  requires   successful  efforts  companies,   like  the
Partnerships,  to evaluate the recoverability of the carrying costs of their Net
Profits Interests in proved oil and gas properties at the lowest level for which
there are identifiable cash flows that are largely independent of the cash flows
of other  groups of  assets.  With  respect  to the  Partnerships'  Net  Profits
Interests,  this evaluation was performed for each field.  SFAS No. 121 provides
that  if the  unamortized costs  of a Net Profits  Interest exceeds the expected


                                      F-38
<PAGE>



undiscounted  future cash flows from such Net Profits Interest,  the cost of the
Net Profits Interest is written down to fair value, which is determined by using
the  discounted  future cash flows from the Net Profits  Interest.  During 1995,
1996, and 1997, the Partnerships recorded the following non-cash charges against
earnings (impairment provisions) pursuant to SFAS No. 121:

            Partnership            1997         1996        1995
            -----------            ----         ----        ----
                P-1           $  113,945      $   -       $ 86,264
                P-2              113,005          -        182,970
                P-3              220,449          -        377,983
                P-4               84,059          -        581,036
                P-5              122,458          -        194,933
                P-6              444,990          -        478,168

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

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

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

      Revenues from a Net Profits Interest consist of a share of the oil and gas
sales of the property, less operating and production expenses.


      Accounts Receivable (Accounts Payable) - Net Profits

      The  Partnerships  accrue for oil and gas revenues  less expenses from its
Net Profits Interests.  Sales of gas applicable to the Partnerships' Net Profits
Interests in  producing  oil and gas leases 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



                                      F-39
<PAGE>



in a well,  such sales are recorded as revenue  unless total sales from the well
have  exceeded  the   Partnership's   share  of  estimated  total  gas  reserves
attributable to the underlying  property,  at which time such excess is recorded
as a liability.  The rates per Mcf used to calculate  the liability are based on
the average gas price  received  for the volumes at the time the  overproduction
occurred.  This also reflects the price for which the Partnerships are currently
settling this  liability.  This liability is recorded as a reduction of accounts
receivable. At December 31, 1997 and 1996 total sales exceeded the Partnerships'
Net Profits Interests in estimated total gas reserves as follows:

                          1997                          1996
                  ----------------------        ----------------------
  Partnership        Mcf        Amount             Mcf        Amount
  -----------     --------    ----------        --------    ----------

    P-1           ( 9,119)    ($13,679)         (11,242)    ($16,863)
    P-2           ( 8,717)    ( 13,076)         (10,944)    ( 16,416)
    P-3           (16,342)    ( 24,513)         (20,540)    ( 30,810)
    P-4           (15,352)    ( 23,028)         (26,973)    ( 40,460)
    P-5           (15,537)    ( 23,306)         (12,159)    ( 18,239)
    P-6           ( 3,938)    (  5,907)         ( 3,483)    (  5,225)

      Also  included  in  accounts  receivable  from  (accounts  payable to) Net
Profits are amounts which  represent  costs  deferred or accrued for Net Profits
relating  to  lease  operating  expenses  incurred  in  connection  with the net
underproduced  or  overproduced  gas  imbalance  positions.  The  rate  used  in
calculating  the  deferred  charge or accrued  liability  is the  average of the
annual production costs per Mcf. At December 31, 1997 and 1996, cumulative total
gas sales  volumes  were less than (more  than) the  Partnerships'  Net  Profits
Interests in gas production by the following amounts:

                            1997                   1996
                  ----------------------  -----------------------
  Partnership        Mcf         Amount      Mcf        Amount
  -----------     ---------    ---------  ---------   -----------

      P-1           23,239      $13,632     41,624     $23,626
      P-2           24,087       14,226     40,121      23,254
      P-3           49,119       29,113     77,659      44,934
      P-4          192,349       81,710    204,628      98,630
      P-5         ( 66,455)    ( 26,110)  ( 71,197)   ( 25,190)
      P-6         (124,204)    ( 73,740)  (107,990)   ( 55,259)


      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-40
<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  (payable)  - Net  Profits  includes  accrued  liabilities,
accrued lease operating expenses,  and deferred lease operating expenses related
to gas balancing which involve  estimates that could materially  differ from the
actual  amounts  ultimately  realized or incurred in the near term.  Oil and gas
reserves (see Note 4) also involve significant  estimates which could materially
differ from the actual amounts ultimately realized.


      Income Taxes

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


2.    TRANSACTIONS WITH RELATED PARTIES

      The  Partnerships  reimburse  the  General  Partner  for the  general  and
administrative  overhead applicable to the Partnerships,  based on an allocation
of actual costs incurred by the General  Partner.  When costs  incurred  benefit
other  Partnerships  and  affiliates,  the  allocation  of costs is based on the
relationship  of  the  Partnerships'  reserves  to  the  total  reserves  in 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, 1997,  1996, and
1995:

            Partnership   1997        1996        1995
            ----------- --------    --------    --------

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



                                      F-41
<PAGE>



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

      During  1995,  gas  production  from some of the  properties  in which the
Partnerships  owned a Net Profits  Interest was sold to El Paso Energy Marketing
Company,  formerly known as Premier Gas Company ("El Paso"). El Paso, like other
similar gas  marketing  firms,  then resold such gas to third  parties at market
prices. El Paso was an affiliate of the Partnerships until December 6, 1995.

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 the
Partnerships'  Net Profits  Interest  during the years ended  December 31, 1997,
1996, and 1995:

                                                      Percentage
                                                -----------------------
Partnership         Purchaser                   1997     1996     1995
----------- ------------------------            -----    -----    -----
    P-1           El Paso                       25.19%   23.0%    18.4%
                  Chevron U.S.A., Inc.          10.82%   10.1%      - %
                  Texaco Exploration and                      
                    Production, Inc.                          
                    ("Texaco")                    -      10.4%    13.0%
                                                              
    P-2           El Paso                       24.39%   22.4%    17.7%
                  Texaco                        11.11%   12.6%    13.7%
                                                              
    P-3           El Paso                       24.23%   22.3%    17.7%
                  Texaco                        11.18%   12.7%    13.6%
                                                              
    P-4           El Paso                       49.10%   60.2%    49.9%
                  Valero Industrial                           
                    Gas LP                      13.56%     - %      - %
                  Phibro Energy, Inc.           10.70%     - %      - %
                  Mesa Pipeline Co.               -      18.2%    18.6%
                                                              
    P-5           El Paso                       64.98%   62.0%    55.6%
                  Apache Corporation              -        - %    12.4%
                                                              
    P-6           El Paso                       28.16%   27.0%    42.5%
                  HPL Resources Company         19.85%   19.1%      - %
                  Tejas Gas Marketing                         
                    Company                     14.13%   13.7%      - %
                                                              
                                                              

                                      F-42
<PAGE>
                                                  


      In the  event  of  interruption  of  purchases  by one or  more  of  these
significant  customers or the cessation or material  change in  availability  of
open  access  transportation  by pipeline  transporters,  the  Partnerships  may
encounter  difficulty in marketing  their gas and in maintaining  historic sales
levels. Alternative purchasers or transporters may not be readily available.


4.    SUPPLEMENTAL OIL AND GAS INFORMATION

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


      Capitalized Costs

      Capitalized  costs and  accumulated  depletion  at December 31, 1997 and
1996 were as follows:


                                P-1 Partnership
                                ---------------
                                             1997              1996
                                          ------------      ------------
Net Profits Interests in proved
  oil and gas properties                   $7,407,587        $7,343,643 
Net Profits Interests in unproved                                       
  oil and gas properties not                                            
  subject to depletion                            -             788,097 
                                            ---------         --------- 
                                                                        
                                           $7,407,587        $8,131,740 
                                                                        
Less accumulated depletion                                              
  and valuation allowance                 ( 5,999,167)      ( 5,451,735)
                                            ---------         --------- 
  Net Profits Interests, net               $1,408,420        $2,680,005 
                                            =========         ========= 
                                                             




                                      F-43
<PAGE>



                                P-2 Partnership
                                ---------------
                                             1997              1996
                                           ---------         ---------
Net Profits Interests in proved
  oil and gas properties                   $5,927,378        $6,049,274
Net Profits Interests in unproved
  oil and gas properties not
  subject to depletion                            -             614,888
                                            ---------         ---------

                                            5,927,378        $6,664,162

Less accumulated depletion
  and valuation allowance                 ( 4,745,148)      ( 4,462,782)
                                            ---------         ---------
  Net Profits Interests, net               $1,182,230        $2,201,380
                                            =========         =========


                                P-3 Partnership
                                ---------------
                                              1997                1996
                                          -------------     -------------
Net Profits Interests in proved
  oil and gas properties                   $11,134,440      $11,377,680
Net Profits Interests in unproved
  oil and gas properties not
  subject to depletion                             -          1,193,468
                                            ----------       ----------

                                           $11,134,440      $12,571,148

Less accumulated depletion
  and valuation allowance                 (  8,937,996)   (  8,414,617)
                                            ----------       ----------
  Net Profits Interests, net                $2,196,444      $ 4,156,531
                                            ==========       ==========





                                      F-44
<PAGE>



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

                                               1997               1996
                                           -----------       -----------
Net Profits Interests in proved
  oil and gas properties                    $8,245,177      $ 8,753,695
Net Profits Interests in unproved
  oil and gas properties not
  subject to depletion                             -            735,371
                                             ---------       ----------

                                            $8,245,177      $ 9,489,066

Less accumulated depletion
  and valuation allowance                 (  6,962,848)    (  6,921,405)
                                             ---------       ----------
Net Profits Interests, net                  $1,282,329      $ 2,567,661
                                             =========       ==========


                                P-5 Partnership
                                ---------------
                                              1997             1996
                                           ----------       -----------
Net Profits Interests in proved
  oil and gas properties                   $10,112,131      $ 9,461,206
Net Profits Interests in unproved
  oil and gas properties not
  subject to depletion                             -            897,564
                                            ----------       ----------

                                           $10,112,131      $10,358,770

Less accumulated depletion
  and valuation allowance                 (  8,854,342)    (  7,822,180)
                                            ----------       ----------
Net Profits Interest, net                  $ 1,257,789      $ 2,536,590
                                            ==========       ==========





                                      F-45
<PAGE>



                                P-6 Partnership
                                ---------------
                                              1997                1996
                                          -------------     -------------
Net Profits Interests in proved
  oil and gas properties                   $12,112,498      $12,204,492
Net Profits Interests in unproved
  oil and gas properties not
  subject to depletion                             -            454,263
                                            ----------       ----------

                                           $12,112,498      $12,658,755


Less accumulated depletion
  and valuation allowance                 (  9,654,689)    (  8,691,849)
                                            ----------       ----------
  Net Profits Interests, net               $ 2,457,809      $ 3,966,906
                                            ==========       ==========


      Costs Incurred

      The  following  tables  set forth the  portion of the  acquisition  and/or
development of acreage costs related to the working interests which are burdened
by the  Partnerships'  Net Profits Interests during the years ended December 31,
1997, 1996, and 1995. Since these acquisition and development costs were charged
against the Net Profits payable to the Partnerships,  such costs were indirectly
borne by the  Partnerships.  No exploration  costs were incurred during the same
periods.


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

                                                  1997        1996        1995
                                                 -------     -------     -------
Acquisition of Net Profits Interests             $    -      $    -      $    -

Development costs of Net Profits
  Interests                                       21,339      12,540       4,566
                                                 -------     -------     -------
                                                 $21,339     $12,540     $ 4,566
                                                 =======     =======     =======





                                      F-46
<PAGE>



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

                                                  1997        1996       1995
                                                 -------     -------     -------
Acquisition of Net Profits Interests             $    -      $    -      $    -

Development costs of Net Profits
      Interests                                   34,745       6,613       9,877
                                                 -------     -------     -------
                                                 $34,745     $ 6,613     $ 9,877
                                                 =======     =======     =======


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

                                                   1997        1996        1995
                                                  ------     -------     -------
Acquisition of Net Profits Interests             $    -      $    -      $    - 

Development costs of Net Profits
      Interests                                   66,502      12,220      19,116
                                                  ------     -------     -------
                                                 $66,502     $12,220     $19,116
                                                  ======     =======     =======


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

                                                   1997        1996        1995
                                                 -------     -------     -------

Acquisition of Net Profits Interests             $16,495     $    -      $    - 

Development costs of Net Profits
  Interests                                       18,533         804      19,172

                                                 -------     -------     -------
                                                 $35,028     $   804     $19,172
                                                 =======     =======     =======





                                      F-47
<PAGE>



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

                                                  1997        1996        1995
                                                 -------     -------     -------

Acquisition of Net Profits Interests             $    -      $    -      $    - 

Development costs of Net Profits
  Interests                                          980       2,807      29,603

                                                 -------     -------     -------
                                                 $   980     $ 2,807     $29,603
                                                 =======     =======     =======


                                P-6 Partnership
                                ---------------
                                                    1997       1996        1995
                                                   -----     -------     -------
                                                                    
Acquisition of Net Profits Interests             $    -      $    -      $    -
                                                                    
Development costs of Net Profits                                    
  Interests                                        6,041      73,296      50,621
                                                   -----     -------     -------
                                                                    
                                                 $ 6,041     $73,296     $50,621
                                                   =====     =======     =======
                                                            

      Quantities of Proved Oil and Gas Reserves - Unaudited

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




                                      F-48
<PAGE>


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

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

Proved reserves, December 31, 1994         248,024   2,656,373
  Production                              ( 39,075) (  524,079)
  Sales of minerals in place              (  3,823) (   27,794)
  Extensions and discoveries                    -       79,261
  Revisions of previous estimates           45,514     512,461
                                           -------   ---------

Proved reserves, December 31, 1995         250,640   2,696,222
  Production                              ( 33,798) (  468,446)
  Sales of minerals in place              (  5,578) (   78,601)
  Extensions and discoveries                 2,158      29,265
  Revisions of previous estimates           37,840     522,920
                                           -------   ---------

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

Proved reserves, December 31, 1997         216,666   2,283,493
                                           =======   =========
PROVED DEVELOPED RESERVES:
      December 31, 1995                    250,640   2,696,222
                                           =======   =========
      December 31, 1996                    249,094   2,674,248
                                           =======   =========
      December 31, 1997                    214,498   2,256,381
                                           =======   =========



                                      F-49
<PAGE>

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

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

Proved reserves, December 31, 1994         179,870   2,474,566
  Production                              ( 28,040) (  443,985)
  Sales of minerals in place              (  2,746) (   26,060)
  Extensions and discoveries                  -         54,118
  Revisions of previous estimates           31,208     431,237
                                           -------   ---------

Proved reserves, December 31, 1995         180,292   2,489,876
  Production                              ( 24,049) (  390,047)
  Sales of minerals in place              (  3,888) (   79,207)
  Extensions and discoveries                 1,469      19,983
  Revisions of previous estimates           31,869     407,527
                                           -------   ---------

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

Proved reserves, December 31, 1997         160,322   2,042,600
                                           =======   =========
PROVED DEVELOPED RESERVES:
      December 31, 1995                    180,292   2,489,876
                                           =======   =========
      December 31, 1996                    183,318   2,418,444
                                           =======   =========
      December 31, 1997                    157,947   2,012,912
                                           =======   =========




                                      F-50
<PAGE>

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

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

Proved reserves, December 31, 1994        333,255    4,702,187
  Production                             ( 51,963)  (  840,970)
  Sales of minerals in place             (  5,045)  (   49,808)
  Extensions and discoveries                  -         99,853
  Revisions of previous estimates          57,775      797,901
                                          -------    ---------

Proved reserves, December 31, 1995        334,022    4,709,163
  Production                             ( 44,496)  (  737,600)
  Sales of minerals in place             (  7,247)  (  152,220)
  Extensions and discoveries                2,720       36,867
  Revisions of previous estimates          59,454      765,991
                                          -------    ---------

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

Proved reserves, December 31, 1997        297,256    3,838,854
                                          =======    =========
PROVED DEVELOPED RESERVES:
  December 31, 1995                       334,022    4,709,163
                                          =======    =========
  December 31, 1996                       339,979    4,566,276
                                          =======    =========
  December 31, 1997                       292,782    3,782,929
                                          =======    =========




                                      F-51
<PAGE>

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

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

Proved reserves, December 31, 1994          94,634   3,805,226
  Production                              ( 28,847) (  885,642)
  Sales of minerals in place              (     74) (   23,687)
  Revisions of previous estimates           18,681     576,462
                                          -------    ---------

Proves reserves, December 31, 1995          84,394   3,472,359
  Production                              ( 22,949) (  630,841)
  Sales of minerals in place              (    661) (  198,487)
  Revisions of previous estimates           15,013     480,088
                                          -------    ---------

Proved reserves, December 31, 1996          75,797   3,123,119
  Production                              ( 19,686) (  513,815)
  Sales of minerals in place              (  2,175) (  315,220)
  Revisions of previous estimates            1,898     365,764
                                           -------   ---------
Proved reserves, December 31, 1997          55,834   2,659,848
                                           =======   =========
PROVED DEVELOPED RESERVES:
      December 31, 1995                     84,394   3,472,359
                                           =======   =========
      December 31, 1996                     69,266   3,022,629
                                           =======   =========
      December 31, 1997                     49,163   2,549,052
                                           =======   =========



                                      F-52
<PAGE>

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

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

Proved reserves, December 31, 1994         35,676    3,752,615
  Production                              (10,842)  (  784,863)
  Sales of minerals in place              (   107)  (      601)
  Extensions and discoveries               12,096      143,318
  Revisions of previous estimates         (   725)     120,437
                                           ------    ---------

Proved reserves, December 31, 1995         36,098    3,230,906
  Production                              (10,757)  (  627,998)
  Sales of minerals in place              (   664)  (   23,621)
  Extensions and discoveries                8,865       45,915
  Revisions of previous estimates          17,989      636,220
                                           ------    ---------

Proved reserves, December 31, 1996         51,531    3,261,422
  Production                              ( 7,972)  (  516,756)
  Sales of minerals in place              ( 3,066)  (   61,493)
  Revisions of previous estimates          10,735      346,293
                                           ------    ---------
Proved reserves, December 31, 1997         51,228    3,029,466
                                           ======    =========
PROVED DEVELOPED RESERVES:
  December 31, 1995                        36,017    3,180,500
                                           ======    =========
  December 31, 1996                        51,388    3,232,004
                                           ======    =========
  December 31, 1997                        51,175    3,024,146
                                           ======    =========



                                      F-53
<PAGE>

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

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

Proved reserves, December 31, 1994         157,152   7,474,320
  Production                              ( 19,149) (1,380,123)
  Sales of minerals in place              (    336) (    8,470)
  Extensions and discoveries                 4,273      34,927
  Revisions of previous estimates            7,331  (  175,080)
                                           -------   ---------

Proved reserves, December 31, 1995         149,271   5,945,574
  Production                              ( 21,377) (1,162,652)
  Sales of minerals in place              ( 20,978) (   54,473)
  Extensions and discoveries                 3,053      59,267
  Revisions of previous estimates           30,411     695,404
                                           -------   ---------

Proved reserves, December 31, 1996         140,380   5,483,120
  Production                              ( 18,461) (  984,971)
  Sales of minerals in place              (  2,459) (   75,335)
  Extensions and discoveries                   189         235
  Revisions of previous estimates            4,088     540,454
                                           -------   ---------
Proved reserves, December 31, 1997         123,737   4,963,503
                                           =======   =========
PROVED DEVELOPED RESERVES:
  December 31, 1995                        149,244   5,927,504
                                           =======   =========
  December 31, 1996                        140,330   5,473,020
                                           =======   =========
  December 31, 1997                        123,718   4,961,677
                                           =======   =========





                                      F-54
<PAGE>

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

      The following  tables set forth the estimated  future net cash flows as of
December 31, 1997 relating to the Partnerships' proved reserves  attributable to
the  Partnerships'  Net Profits  Interests based on the standardized  measure as
prescribed in SFAS No. 69:

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

Future cash inflows         $8,972,099        $7,533,880      $14,097,270
Future production and
   development costs       ( 1,968,812)      ( 1,798,697)    (  3,385,457)
                             ---------         ---------       ----------

Future net cash flows       $7,003,287        $5,735,183      $10,711,813

10% discount to
   reflect timing
   of cash flows           ( 2,780,415)      ( 2,305,010)    (  4,307,468)
                             ---------         ---------       ----------

Standardized measure
   of discounted future
   net cash flows           $4,222,872        $3,430,173      $ 6,404,345
                             =========         =========       ==========


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

Future cash inflows         $7,472,138        $7,490,427      $13,327,295
Future production and
   development costs       ( 1,943,911)      ( 2,226,360)    (  4,846,552)
                             ---------         ---------       ----------

Future net cash flows       $5,528,227        $5,264,067      $ 8,480,743

10% discount to
   reflect timing
   of cash flows           ( 1,719,595)      ( 1,888,390)    (  2,822,001)
                             ---------         ---------       ----------

Standardized measure
   of discounted future
   net cash flows           $3,808,632        $3,375,677      $ 5,658,742
                             =========         =========       ==========

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.


                                      F-55
<PAGE>



Although  every  reasonable  effort  has been  made to ensure  that the  reserve
estimates reported herein represent the most accurate assessment  possible,  the
significance  of the  subjective  decisions  required and variances in available
data for various  reservoirs  make these  estimates  generally less precise than
other estimates  presented in connection with financial  statement  disclosures.
The  Partnerships'  reserves were  determined at December 31, 1997 using oil and
gas prices of approximately $16.25 per barrel and $2.32 per Mcf, respectively.




                                      F-56
<PAGE>



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



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

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

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

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


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

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

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

4.3         Advisory  Agreement  dated as of November 24, 1992  between  Samson,
            PaineWebber,  Geodyne Resources,  Geodyne Properties,  Inc., Geodyne
            Production Company, and Geodyne Energy Company filed as Exhibit 28.3
            to  Registrants'  Current  Report on Form 8-K filed  with the SEC on
            December 24, 1992 and is hereby incorporated by reference.




                                      F-57
<PAGE>



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

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

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

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

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

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

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




                                      F-58
<PAGE>



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

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

4.13        Third  Amendment  to  Agreement  of Limited  Partnership  of Geodyne
            Institutional/Pension  Energy Income Limited  Partnership P-4, filed
            as Exhibit 4.13 to  Registrant's  Annual Report on Form 10-K for the
            year ended December 31, 1995 filed with the SEC on April 1, 1996 and
            is hereby incorporated by reference.

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

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

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

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

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

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

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



                                      F-59
<PAGE>



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

*27.1       Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne  Institutional/Pension  Energy Income P-1
            Limited  Partnership's  financial statements as of December 31, 1997
            and for the year ended December 31, 1997.

*27.2       Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne  Institutional/Pension  Energy Income P-2
            Limited  Partnership's  financial statements as of December 31, 1997
            and for the year ended December 31, 1997.

*27.3       Financial Data Schedule  containing  summary  financial  information
            extracted  from  the  Geodyne  Institutional/Pension  Energy  Income
            Limited  Partnership  P-3's financial  statements as of December 31,
            1997 and for the year ended December 31, 1997.

*27.4       Financial Data Schedule  containing  summary  financial  information
            extracted  from  the  Geodyne  Institutional/Pension  Energy  Income
            Limited  Partnership  P-4's financial  statements as of December 31,
            1997 and for the year ended December 31, 1997.

*27.5       Financial Data Schedule  containing  summary  financial  information
            extracted  from  the  Geodyne  Institutional/Pension  Energy  Income
            Limited  Partnership  P-5's financial  statements as of December 31,
            1997 and for the year ended December 31, 1997.

*27.6       Financial Data Schedule  containing  summary  financial  information
            extracted  from  the  Geodyne  Institutional/Pension  Energy  Income
            Limited  Partnership  P-6's financial  statements as of December 31,
            1997 and for the year ended December 31, 1997.

            All other Exhibits are omitted as inapplicable.

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


                                      F-60