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

For the fiscal year ended December 31, 2005

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

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

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

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

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

Securities  registered  pursuant to Section  12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:
      Depositary Units of Limited Partnership interest

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

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

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

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

      Indicate by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the preceding 12 months (or for such shorter



                                      -1-
<PAGE>



period that the  Registrant  was required to file such reports) and (2) has been
subject to the filing requirements for the past 90 days.

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

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

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

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

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

      Indicate  by check mark  whether  the  Registrant  is a shell  company (as
defined in Rule 12b-2 of the Exchange Act).

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


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


      DOCUMENTS INCORPORATED BY REFERENCE: None





                                      -2-
<PAGE>



-
                                  FORM 10-K
                               TABLE OF CONTENTS



PART I.......................................................................4
      ITEM 1.     BUSINESS...................................................4
      ITEM 1A.    RISK FACTORS...............................................9
      ITEM 1B.    UNRESOLVED STAFF COMMENTS.................................14
      ITEM 2.     PROPERTIES................................................14
      ITEM 3.     LEGAL PROCEEDINGS.........................................29
      ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......29

PART II.....................................................................30
      ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS......30
      ITEM 6.     SELECTED FINANCIAL DATA...................................32
      ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS.......................38
      ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
                  RISK......................................................58
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............58
      ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.......................58
      ITEM 9A.    CONTROLS AND PROCEDURES...................................58
      ITEM 9B.    OTHER INFORMATION.........................................58

PART III....................................................................58
      ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER...58
      ITEM 11.    EXECUTIVE COMPENSATION....................................60
      ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT................................................66
      ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............67
      ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES....................69

PART IV.....................................................................70
      ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES................70

SIGNATURES..................................................................81





                                      -3-
<PAGE>




                                    PART I.

ITEM 1.     BUSINESS

      General

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

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

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


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

      The  General  Partner  currently  serves as general  partner of 26 limited
partnerships,  including the Partnerships. The General Partner is a wholly-owned
subsidiary  of Samson  Investment  Company.  Samson  Investment  Company and its
various  corporate  subsidiaries,  including the General  Partner  (collectively
"Samson"),  are  primarily  engaged in the  production  and  development  of and
exploration  for oil and gas  reserves  and the  acquisition  and  operation  of
producing   properties.   At  December  31,  2005,  Samson  owned  interests  in
approximately 18,000 oil



                                      -4-
<PAGE>



and gas wells  located in 18 states of the United  States and the  countries  of
Canada and Venezuela.  At December 31, 2005, Samson operated approximately 5,700
oil and gas wells located in 14 states of the United  States,  as well as Canada
and Venezuela.

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

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

      As limited partnerships,  the Partnerships have no officers, directors, or
employees. They rely instead on the personnel of the General Partner and Samson.
As of February  15,  2006,  Samson  employed  approximately  1,300  persons.  No
employees  are  covered by  collective  bargaining  agreements,  and  management
believes  that  Samson  provides a sound  employee  relations  environment.  For
information  regarding the executive officers of the General Partner,  see "Item
10. Directors and Executive Officers of the General Partner."

      The General Partner's and the Partnerships' principal place of business is
located at Samson Plaza,  Two West Second Street,  Tulsa,  Oklahoma  74103,  and
their telephone number is (918) 583-1791 or (888) 436-3963 [(888) GEODYNE].

      Pursuant to the terms of the partnership  agreements for the  Partnerships
(the  "Partnership  Agreements"),  the  Partnerships  would have  terminated  on
December 31, 2005. However, the Partnership  Agreements provide that the General
Partner may extend the term of each  Partnership  for up to five  periods of two
years each. The General Partner has extended the terms of the  Partnerships  for
the first two-year period to December 31, 2007. As of the date of this Annual



                                      -5-
<PAGE>



Report,  the General  Partner has not  determined  whether to further extend the
term of any of the Partnerships.


      Funding

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


      Principal Products Produced and Services Rendered

      The  Partnerships'  sole  business  is the  holding of certain Net Profits
Interests.  The  Partnerships  do not refine or otherwise  process crude oil and
condensate. The Partnerships do not hold any patents,  trademarks,  licenses, or
concessions and are not a party to any government  contracts.  The  Partnerships
have no backlog of orders and do not  participate  in research  and  development
activities.  The  Partnerships  are  not  presently  encountering  shortages  of
oilfield tubular goods,  compressors,  production material,  or other equipment.
However, substantial increases in the global price of steel as well as increases
in the prices for oil and gas supplies and  services  will further  increase the
costs of any future  workover,  recompletion or drilling  activities  indirectly
conducted by the Partnerships.


      Competition and Marketing

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

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

      *  Worldwide and domestic supplies of oil and natural gas;
      *  The ability of the members of the  Organization of Petroleum  Exporting
         Countries ("OPEC") to agree upon and maintain oil prices and production
         quotas;
      *  Political  instability  or armed conflict  in  oil-producing regions or
         around major shipping areas;



                                      -6-
<PAGE>



      *  The level of consumer demand and overall economic activity;
      *  The competitiveness of alternative fuels;
      *  Weather conditions and the impact of weather-related events;
      *  The availability of pipelines for transportation;
      *  Domestic and foreign government regulations and taxes; and
      *  Market expectations.

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


      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, 2005:

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

       P-1           Duke Energy Field Services, Inc.
                       ("Duke")                               10.7%

       P-3           Duke                                     13.9%

       P-4           ConocoPhillips Company                   27.8%
                     Gulfterra Central Point Alloc.           21.8%
                     Enogex Services Corporation
                       ("Enogex") 10.1%

       P-5           ONEOK Texas Energy Resources
                       ("ONEOK")                              21.0%
                     Enogex                                   18.2%
                     Cinergy Marketing                        11.7%
                     Duke                                     10.3%

       P-6           Duke                                     19.8%
                     Kinder Morgan, Inc.                      17.1%
                     ONEOK                                    13.3%

      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,



                                      -7-
<PAGE>



management   believes  that   alternatives   would  be  available   whereby  the
Partnerships would be able to continue to market their gas.

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


      Oil, Gas, and Environmental Control Regulations

      Regulation  of Production  Operations -- The  production of oil and gas is
subject to  extensive  federal and state laws and  regulations  governing a wide
variety of matters, including the drilling and spacing of wells, allowable rates
of  production,  prevention  of  waste  and  pollution,  and  protection  of the
environment.  In  addition  to the direct  costs  borne in  complying  with such
regulations,  operations and revenues may be impacted to the extent that certain
regulations limit oil and gas production to below economic levels.

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

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

      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.



                                      -8-
<PAGE>




      Insurance Coverage

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



ITEM 1A.    RISK FACTORS

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

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

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

      The  Partnerships'  results of  operations  depend  upon the  prices  they
receive for their oil and natural gas. We sell most of the Partnerships' oil and
natural gas liquids at current  market  prices  rather than through  fixed-price
contracts.  Historically, the markets for oil and natural gas have been volatile
and are likely to remain so. The prices we receive  depend upon  factors  beyond
our control, including:

         *  political instability or armed conflict in oil-producing regions;
         *  weather conditions;
         *  the supply of domestic and foreign oil and natural gas;
         *  the ability of members of OPEC to agree upon and maintain prices and
            production levels;
         *  the level of consumer demand and overall economic activity;
         *  worldwide economic demand;
         *  the price and availability of alternative fuels;
         *  domestic and foreign governmental regulations and taxes;



                                      -9-
<PAGE>




         *  the proximity to and capacity of transportation facilities; and
         *  the effect of worldwide energy conservation measures.

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

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


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

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

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

      You should not assume that the present value of future net cash flows from
the  Partnerships'  proved  reserves  shown in this Annual Report is the current
market value of their estimated oil and natural gas reserves. In accordance with
Securities and Exchange Commission



                                      -10-
<PAGE>



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

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

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

         *  unexpected drilling conditions;
         *  title problems;
         *  restricted access to land for drilling or laying pipeline;
         *  pressure or irregularities in formations;
         *  equipment failure or accidents;
         *  adverse weather conditions; and
         *  costs of, or shortages or delays in the  availability  of,  drilling
            rigs, tubular materials and equipment.

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

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



                                      -11-
<PAGE>



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

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

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

      The Partnerships'  Units are not listed on any exchange or national market
system, and there is no established public trading market for the Units. You may
only sell your Units via (i) the General Partner's annual Repurchase Offer; (ii)
transfers  facilitated  by secondary  trading firms and matching  services;  and
(iii)  occasional  "4.9% tender offers" which are made for the Units.  Secondary
market   activity   for  the  Units  has  been  limited  and  varies  among  the
Partnerships.  See  "Item 5 - Market  for  Units  and  Related  Limited  Partner
Matters".

      Limited Life
      ------------

      The  Partnerships  are  currently  scheduled  to terminate on December 31,
2007.  Even  if  the  General   Partner   exercises  its  right  to  extend  the
Partnerships' terms for four additional two-year periods,  the Partnerships will
terminate no later than December 31, 2015. Upon  termination  the  Partnerships'
assets will be sold.  There is no assurance  that the market for the sale of the
Partnerships' assets will be favorable at such time.

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

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

         *  discharge permits for drilling operations;
         *  drilling bonds;
         *  spacing of wells;
         *  unitization and pooling of properties;
         *  environmental protection;
         *  reports concerning operations; and
         *  taxation.



                                      -12-
<PAGE>




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

         *  personal injuries;
         *  property damage;
         *  oil spills;
         *  discharge of hazardous materials;
         *  reclamation costs;
         *  remediation and clean-up costs; and
         *  other environmental damages.

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

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

      Direct and indirect  conflicts of interests  exist among the  Partnerships
and among a Partnership and the General Partner and its affiliates.  The General
Partner and its  affiliates  engage in many aspects of the oil and gas business,
including  acting as a general  partner  of a number of  affiliated  oil and gas
limited  partnerships.  The  General  Partner and its  affiliates  may engage in
transactions  with a Partnership,  and  Partnerships  will frequently  engage in
transactions with other oil and gas limited partnerships.  These conflicts could
relate  to  the  sale  of oil  and  gas  properties,  the  determination  of the
Partnerships'  Repurchase  Prices,  and the determination of whether to continue
the Partnerships past their scheduled termination date of December 31, 2007. See
"Item 13 - Certain Relationships and Related Transactions".

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

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

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

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



                                      -13-
<PAGE>




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

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



ITEM 1B.    UNRESOLVED STAFF COMMENTS

      None.


ITEM 2.     PROPERTIES

      Well Statistics

      The  following  table  sets  forth the  number of  productive  wells as of
December 31, 2005 in which the Partnerships had a Net Profits Interest which was
carved from a working interest.

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

                   P-1            826         608        218
                   P-3            871         610        261
                   P-4            215          54        161
                   P-5             96          18         78
                   P-6            152          37        115

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


      Drilling Activities

      During the year ended  December  31,  2005,  the  Partnerships  indirectly
participated (through their Net Profits Interests) in the developmental drilling
activities described below.





                                      -14-
<PAGE>
<TABLE>
<CAPTION>



P-1 PARTNERSHIP
---------------
                                                        REVENUE
WELL NAME                        COUNTY        ST.      INTEREST    TYPE      WELL STATUS
-------------------------------- ------------- ---      --------    ----      -----------
<S>                              <C>           <C>       <C>        <C>       <c>
Aldwell M 48 #1                  Reagan        TX        0.0019     Oil       Producing
Andrews Waterflood Unit
(4 new wells)                    Andrews       TX        0.0021     Oil       Producing
Hixson #3-9                      Ellis         OK        0.0030     Gas       Producing
Lacey-Melby Unit #7-11 HR        McKenzie      ND        0.0008     Oil       Shut-In
Miers, W A #18                   Sutton        TX        0.0002     Gas       Producing
Moore Unit #2                    Wheeler       TX        0.0003     Gas       Producing
Patricia #1-14                   Woods         OK        0.0028     Gas       Producing
Penry #1-17                      Roger Mills   OK        0.0013     Gas       Producing
Pettitfils B-10                  Mitchell      TX        0.0031     Oil       Producing
Resler B1                        Lea           NM        0.0009     Oil       Producing
Shafter Lk San Andres Unit
(10 new wells)                   Andrews       TX        0.0017     Oil       Producing
Simpson Canyon #1044             Crockett      TX        0.0032     Oil       Producing
Simpson Canyon #2044             Crockett      TX        0.0075     Oil       Producing
Smith #3                         Lynn          TX        0.0019     Oil       Producing
</TABLE>
<TABLE>
<CAPTION>


P-3 PARTNERSHIP
---------------
                                                        REVENUE
WELL NAME                        COUNTY        ST.      INTEREST    TYPE      WELL STATUS
-------------------------------- ------------- ---      --------    ----      -----------
<S>                              <C>           <C>       <C>        <C>       <c>
Alamo #22-16                     San Juan      NM        0.0013     Gas       Producing
Alamo #22-8                      San Juan      NM        0.0013     N/A       In Progress
Aldwell M 48 #1                  Reagan        TX        0.0024     Oil       Producing
Andrews Waterflood Unit
(4 new wells)                    Andrews       TX        0.0026     Oil       Producing
Cain Federal #3                  San Juan      NM        0.0006     Gas       Producing
Hixson #3-9                      Ellis         OK        0.0038     Gas       Producing
Hoyt #1B - Dakota                Rio Arriba    NM        0.0000     Gas       Producing
Hoyt #1B (Mesa Verde)            Rio Arriba    NM        0.0001     Gas       Producing
Hoyt #2B                         Rio Arriba    NM        0.0000     Gas       Producing
Lacey-Melby Unit #7-11 HR        McKenzie      ND        0.0010     Oil       Shut-In
Miers, W A #18                   Sutton        TX        0.0003     Gas       Producing
Moore Unit #2                    Wheeler       TX        0.0004     Gas       Producing
Patricia #1-14                   Woods         OK        0.0035     Gas       Producing
Penry #1-17                      Roger Mills   OK        0.0017     Gas       Producing
Pettitfils B-10                  Mitchell      TX        0.0039     Oil       Producing
Resler B1                        Lea           NM        0.0006     Oil       Producing
Shafter Lk San Andres Unit
(10 new wells)                   Andrews       TX        0.0021     Oil       Producing
Simpson Canyon #1044             Crockett      TX        0.0040     Oil       Producing
Simpson Canyon #2044             Crockett      TX        0.0095     Oil       Producing
Smith #3                         Lynn          TX        0.0024     Oil       Producing



                                      -15-
<PAGE>



Tafoya #1C                       San Juan      NM        0.0008     Gas       Producing
Tafoya #1R                       San Juan      NM        0.0008     Gas       Producing
Tribal #5-1                      Rio Arriba    NM        0.0001     N/A       Shut-In
Tribal #5-7                      Rio Arriba    NM        0.0001     N/A       Shut-In
Tribal #5-9                      Rio Arriba    NM        0.0001     N/A       Shut-In
</TABLE>

<TABLE>
<CAPTION>

P-4 PARTNERSHIP
---------------
                                                        REVENUE
WELL NAME                        COUNTY        ST.      INTEREST    TYPE      WELL STATUS
-------------------------------- ------------- ---      --------    ----      -----------
<S>                              <C>           <C>       <C>        <C>       <c>
Alamo #22-16                     San Juan      NM        0.0023     Gas       Producing
Alamo #22-8                      San Juan      NM        0.0023     N/A       In Progress
Cain Federal #3                  San Juan      NM        0.0012     Gas       Producing
Clark, N. H. #18                 Webb          TX        0.0035     Gas       Producing
Hoyt #1B - Dakota                Rio Arriba    NM        0.0001     Gas       Producing
Hoyt #1B (Mesa Verde)            Rio Arriba    NM        0.0002     Gas       Producing
Hoyt #2B                         Rio Arriba    NM        0.0001     Gas       Producing
Tafoya #1C                       San Juan      NM        0.0014     Gas       Producing
Tafoya #1R                       San Juan      NM        0.0014     Gas       Producing
Tribal #5-1                      Rio Arriba    NM        0.0002     N/A       Shut-In
Tribal #5-7                      Rio Arriba    NM        0.0002     N/A       Shut-In
Tribal #5-9                      Rio Arriba    NM        0.0002     N/A       Shut-In
</TABLE>
<TABLE>
<CAPTION>


P-5 PARTNERSHIP
---------------
                                                        REVENUE
WELL NAME                        COUNTY        ST.      INTEREST    TYPE      WELL STATUS
-------------------------------- ------------- ---      --------    ----      -----------
<S>                              <C>           <C>       <C>        <C>       <c>
Beaver Mountain #2               Haskell       OK        0.0040     N/A       Dry Hole
Big Kick #1                      Lea           NM        0.0012     Oil       Producing
Cason #1 Re-Entry                Haskell       OK        0.0001     N/A       Shut-In
Cheyenne 29 #2                   Roger Mills   OK        0.0001     Gas       Producing
Cheyenne 29 #3                   Roger Mills   OK        0.0001     Gas       Producing
Cheyenne 29 #4                   Roger Mills   OK        0.0001     Gas       Producing
Davis Garry #24                  Kay           OK        0.0007     Gas       Producing
Davis Garry 19                   Kay           OK        0.0007     Oil       Producing
Davis, James #1                  Noble         OK        0.0001     Oil       Shut-In
Defender #3-24                   Stephens      OK        0.0006     Gas       Producing
Delaware 28 #2                   Roger Mills   OK        0.0001     Gas       Producing
Delaware 28 #3                   Roger Mills   OK        0.0001     Gas       Producing
Delaware 28 #4                   Roger Mills   OK        0.0001     Gas       Producing
Delaware 28 #5                   Roger Mills   OK        0.0001     Gas       Producing
Freeport #2-32                   Hughes        OK        0.0098     N/A       Shut-In
Fresca #2-24                     Roger Mills   OK        0.0041     Gas       Producing
GBP #2-4H                        Le Flore      OK        0.0013     Gas       Producing
George #6-20                     Washita       OK        0.0016     Gas       Producing
Guinn #2-5                       Coal          OK        0.0043     N/A       Dry Hole
Haggard #7-20                    Washita       OK        0.0016     Gas       Producing



                                      -16-
<PAGE>



Hefley #10-48                    Wheeler       TX        0.0101     Gas       Producing
Hefley #12-47                    Wheeler       TX        0.0084     Gas       Producing
Hefley #12-48                    Wheeler       TX        0.0101     Gas       Producing
Hefley #3-48                     Wheeler       TX        0.0101     Gas       Producing
Hefley #5-48                     Wheeler       TX        0.0101     Gas       Producing
Helton #2-60                     Wheeler       TX        0.0025     Gas       Producing
Helton #3-60                     Wheeler       TX        0.0025     Gas       Producing
Helton #4-60                     Wheeler       TX        0.0025     Gas       Producing
Higgins #2-10                    Roger Mills   OK        0.0007     Gas       Producing
Higgins #3-10                    Roger Mills   OK        0.0009     Gas       Producing
Hinkle #3-28                     Washita       OK        0.0036     Gas       Producing
Hinz L J #1-6                    Washita       OK        0.0011     Gas       Producing
Hix #1-1                         Custer        OK        0.0001     Gas       Producing
McEntire #1-11                   Atoka         OK        0.0007     N/A       In Progress
Millie #2-36                     Le Flore      OK        0.0012     Gas       Producing
Murphy A #1                      Harper        OK        0.0081     Gas       Producing
Poe #1-29                        Hughes        OK        0.0008     Gas       Producing
Prater #2                        Hemphill      TX        0.0052     Gas       Producing
Prater #3-10                     Hemphill      TX        0.0014     Gas       Producing
Prater #4-10                     Hemphill      TX        0.0014     Gas       Producing
Sophia #18-50                    Wheeler       TX        0.0016     Gas       Producing
Verner W L #4-11                 Pittsburg     OK        0.0031     N/A       In Progress
Williams #1-18H                  Hughes        OK        0.0032     Gas       Producing
</TABLE>
<TABLE>
<CAPTION>


P-6 PARTNERSHIP
---------------
                                                        REVENUE
WELL NAME                        COUNTY        ST.      INTEREST    TYPE      WELL STATUS
-------------------------------- ------------- ---      --------    ----      -----------
<S>                              <C>           <C>       <C>        <C>       <c>
Beaver Mountain #2               Haskell       OK        0.0014     N/A       Dry Hole
Big Kick #1                      Lea           NM        0.0004     Oil       Producing
Cason #1 Re-Entry                Haskell       OK        0.0000     N/A       Shut-In
Cheyenne 29 #2                   Roger Mills   OK        0.0000     Gas       Producing
Cheyenne 29 #3                   Roger Mills   OK        0.0000     Gas       Producing
Cheyenne 29 #4                   Roger Mills   OK        0.0000     Gas       Producing
Davis Garry #24                  Kay           OK        0.0002     Gas       Producing
Davis Garry 19                   Kay           OK        0.0002     Oil       Producing
Davis, James #1                  Noble         OK        0.0000     Oil       Shut-In
Defender #3-24                   Stephens      OK        0.0002     Gas       Producing
Delaware 28 #2                   Roger Mills   OK        0.0000     Gas       Producing
Delaware 28 #3                   Roger Mills   OK        0.0000     Gas       Producing
Delaware 28 #4                   Roger Mills   OK        0.0000     Gas       Producing
Delaware 28 #5                   Roger Mills   OK        0.0000     Gas       Producing
Federal 5175-22-11WA             Campbell      WY        0.0140     N/A       Shut-In
Federal 5175-25-33WA             Campbell      WY        0.0097     N/A       Shut-In
Federal 5175-27-13CO             Campbell      WY        0.0097     N/A       Shut-In
Federal 5175-27-13WA             Campbell      WY        0.0097     N/A       Shut-In
Federal 5175-27-21WA             Campbell      WY        0.0097     N/A       Shut-In
Federal 5175-27-33WA             Campbell      WY        0.0097     N/A       Shut-In
Federal 5175-34-13WA             Campbell      WY        0.0097     N/A       Shut-In



                                      -17-
<PAGE>



Federal 5175-34-21WA             Campbell      WY        0.0097     N/A       In Progress
Federal 5175-34-31WA             Campbell      WY        0.0097     N/A       Shut-In
Federal 5175-34-43CO             Campbell      WY        0.0097     N/A       Shut-In
Federal 5175-34-43WA             Campbell      WY        0.0097     N/A       Shut-In
Federal 5175-35-21CO             Campbell      WY        0.0097     N/A       Shut-In
Federal 5175-35-21WA             Campbell      WY        0.0097     N/A       Shut-In
Federal 5175-35-41CO             Campbell      WY        0.0097     N/A       Shut-In
Federal 5175-35-41WA             Campbell      WY        0.0097     N/A       Shut-In
Floyd Fed 5175-22-31WA           Campbell      WY        0.0140     N/A       Shut-In
Floyd Fed 5175-23-21WA           Campbell      WY        0.0140     N/A       Shut-In
Floyd Fed 5175-23-23WA           Campbell      WY        0.0140     N/A       Shut-In
Floyd Fed 5175-23-31WA           Campbell      WY        0.0140     N/A       Shut-In
Floyd Fed 5175-23-41WA           Campbell      WY        0.0140     N/A       Shut-In
Floyd Fed 5175-23-43WA           Campbell      WY        0.0140     N/A       Shut-In
Floyd Fed 5175-24-13WA           Campbell      WY        0.0140     N/A       Shut-In
Floyd Fed 5175-24-31WA           Campbell      WY        0.0140     N/A       Shut-In
Freeport #2-32                   Hughes        OK        0.0034     N/A       Shut-In
Fresca #2-24                     Roger Mills   OK        0.0014     Gas       Producing
GBP #2-4H                        Le Flore      OK        0.0004     Gas       Producing
George #6-20                     Washita       OK        0.0005     Gas       Producing
Guinn #2-5                       Coal          OK        0.0015     N/A       Dry Hole
Haggard #7-20                    Washita       OK        0.0005     Gas       Producing
Hayden 5175-26-23CA              Campbell      WY        0.0096     N/A       Shut-In
Hayden 5175-26-23CO              Campbell      WY        0.0096     N/A       Shut-In
Hayden 5175-26-23WA              Campbell      WY        0.0018     N/A       Shut-In
Hayden 5175-26-31CO              Campbell      WY        0.0096     N/A       Shut-In
Hayden 5175-26-31WA              Campbell      WY        0.0032     N/A       Shut-In
Hayden 5175-27-11CO              Campbell      WY        0.0096     N/A       Shut-In
Hayden 5175-27-41CO              Campbell      WY        0.0096     N/A       Shut-In
Hayden Fed 5175-26-33CO          Campbell      WY        0.0097     N/A       Shut-In
Hayden Fed 5175-34-23WA          Campbell      WY        0.0097     N/A       Shut-In
Hayden Fed 5175-34-33WA          Campbell      WY        0.0097     N/A       Shut-In
Hayden Federal 5175-26-13WA      Campbell      WY        0.0097     N/A       Shut-In
Hayden Federal 5175-26-33WA      Campbell      WY        0.0097     N/A       Shut-In
Hayden Federal 5175-26-43WA      Campbell      WY        0.0097     N/A       Shut-In
Hayden Federal 5175-27-23WA      Campbell      WY        0.0097     N/A       In Progress
Hefley #10-48                    Wheeler       TX        0.0109     Gas       Producing
Hefley #12-47                    Wheeler       TX        0.0090     Gas       Producing
Hefley #12-48                    Wheeler       TX        0.0109     Gas       Producing
Hefley #3-48                     Wheeler       TX        0.0109     Gas       Producing
Hefley #5-48                     Wheeler       TX        0.0109     Gas       Producing
Helton #2-60                     Wheeler       TX        0.0027     Gas       Producing
Helton #3-60                     Wheeler       TX        0.0027     Gas       Producing
Helton #4-60                     Wheeler       TX        0.0027     Gas       Producing
Higgins #2-10                    Roger Mills   OK        0.0002     Gas       Producing
Higgins #3-10                    Roger Mills   OK        0.0003     Gas       Producing
Hinkle #3-28                     Washita       OK        0.0012     Gas       Producing
Hinz L J #1-6                    Washita       OK        0.0004     Gas       Producing
Hix #1-1                         Custer        OK        0.0000     Gas       Producing
McEntire #1-11                   Atoka         OK        0.0002     N/A       In Progress
Millie #2-36                     Le Flore      OK        0.0004     Gas       Producing



                                      -18-
<PAGE>



Mooney Fed 5175-24-23WA          Campbell      WY        0.0140     N/A       Dry Hole
Murphy A #1                      Harper        OK        0.0028     Gas       Producing
Poe #1-29                        Hughes        OK        0.0003     Gas       Producing
Prater #2                        Hemphill      TX        0.0056     Gas       Producing
Prater #3-10                     Hemphill      TX        0.0015     Gas       Producing
Prater #4-10                     Hemphill      TX        0.0015     Gas       Producing
Sophia #18-50                    Wheeler       TX        0.0018     Gas       Producing
Verner W L #4-11                 Pittsburg     OK        0.0011     N/A       In Progress
Williams #1-18H                  Hughes        OK        0.0011     Gas       Producing
Yonkee 5175-25-13CO              Campbell      WY        0.0096     N/A       Shut-In
Yonkee 5175-25-13WA              Campbell      WY        0.0064     N/A       Shut-In
Yonkee 5175-25-23CO              Campbell      WY        0.0096     N/A       Shut-In
Yonkee 5175-25-31CO              Campbell      WY        0.0096     N/A       Shut-In
Yonkee 5175-26-41CO              Campbell      WY        0.0096     N/A       Shut-In
Yonkee 5175-26-41WA              Campbell      WY        0.0042     N/A       Shut-In
Yonkee 5175-35-13CO              Campbell      WY        0.0096     N/A       Shut-In
Yonkee 5175-35-13WA              Campbell      WY        0.0042     N/A       Shut-In
Yonkee 5175-35-23CO              Campbell      WY        0.0096     N/A       Shut-In
Yonkee 5175-35-23WA              Campbell      WY        0.0042     N/A       Shut-In
Yonkee 5175-35-31CO              Campbell      WY        0.0096     N/A       Shut-In
Yonkee 5175-35-31WA              Campbell      WY        0.0028     N/A       Shut-In
Yonkee Fed 5175-26-11CO          Campbell      WY        0.0097     N/A       Shut-In
Yonkee Fed 5175-26-11WA          Campbell      WY        0.0097     N/A       Shut-In
Yonkee Fed 5175-26-21CO          Campbell      WY        0.0097     N/A       Shut-In
Yonkee Fed 5175-26-21WA          Campbell      WY        0.0097     N/A       Shut-In
Yonkee Fed 5175-34-11CO          Campbell      WY        0.0097     N/A       Shut-In
Yonkee Fed 5175-34-11WA          Campbell      WY        0.0097     N/A       Shut-In
Yonkee Fed 5175-34-41WA          Campbell      WY        0.0097     N/A       Shut-In
Yonkee Fed 5175-35-33WA          Campbell      WY        0.0097     N/A       Shut-In
Yonkee Fed 5175-35-43CO          Campbell      WY        0.0097     N/A       In Progress
Yonkee Fed 5175-35-43WA          Campbell      WY        0.0097     N/A       Shut-In

</TABLE>








                                      -19-
<PAGE>





      Oil and Gas Production, Revenue, and Price History

      The following tables set forth certain historical  information  concerning
the  oil  (including   condensates)  and  gas  production  attributable  to  the
Partnerships' Net Profits Interests,  revenues  attributable to such production,
and certain price information.


                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2005           2004           2003
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                        18,636         19,377         18,624
      Gas (Mcf)                        238,409        251,793        284,754

   Oil and gas sales(1):
      Oil                           $  960,904     $  704,557     $  528,059
      Gas                            1,573,131      1,164,552      1,211,241
                                     ---------      ---------      ---------
         Total                      $2,534,035     $1,869,109     $1,739,300
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $51.56         $36.36         $28.35
      Per Mcf of gas                      6.60           4.63           4.25

----------
(1)   These   amounts   differ  from  the  Net  Profits   included  in  the  P-1
      Partnership's  financial  statements  because  they  do  not  reflect  the
      reduction in revenues of production  expenses of $425,406,  $388,324,  and
      $369,142, respectively, incurred by the Affiliated Programs.



                                      -20-
<PAGE>





                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2005           2004           2003
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                        24,032         24,925         23,935
      Gas (Mcf)                        364,449        389,500        425,803

   Oil and gas sales(1):
      Oil                           $1,238,478     $  907,837     $  679,074
      Gas                            2,461,059      1,871,173      1,868,433
                                     ---------      ---------      ---------
         Total                      $3,699,537     $2,779,010     $2,547,507
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $51.53         $36.42         $28.37
      Per Mcf of gas                      6.75           4.80           4.39

----------
(1)   These   amounts   differ  from  the  Net  Profits   included  in  the  P-3
      Partnership's  financial  statements  because  they  do  not  reflect  the
      reduction in revenues of production  expenses of $640,225,  $592,061,  and
      $554,400, respectively, incurred by the Affiliated Programs.



                                      -21-
<PAGE>



                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2005           2004           2003
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                        15,739         17,687         21,439
      Gas (Mcf)                        200,087        238,451        258,598

   Oil and gas sales(1):
      Oil                           $  853,400     $  705,893     $  635,920
      Gas                            1,520,010      1,372,022      1,347,340
                                     ---------      ---------      ---------
         Total                      $2,373,410     $2,077,915     $1,983,260
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $54.22         $39.91         $29.66
      Per Mcf of gas                      7.60           5.75           5.21

----------
(1)   These   amounts   differ  from  the  Net  Profits   included  in  the  P-4
      Partnership's  financial  statements  because  they  do  not  reflect  the
      reduction in revenues of production  expenses of $545,577,  $410,727,  and
      $410,201, respectively, incurred by the Affiliated Programs.



                                      -22-
<PAGE>



                              Net Production Data

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

                                          Year Ended December 31,
                                    -----------------------------------
                                       2005           2004           2003
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                         4,682          4,603          6,364
      Gas (Mcf)                        251,079        282,972        313,632

   Oil and gas sales(1):
      Oil                           $  250,120     $  176,939     $  190,969
      Gas                            1,768,150      1,436,877      1,455,150
                                     ---------      ---------      ---------
         Total                      $2,018,270     $1,613,816     $1,646,119
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $53.42         $38.44         $30.01
      Per Mcf of gas                      7.04           5.08           4.64

----------
(1)   These   amounts   differ  from  the  Net  Profits   included  in  the  P-5
      Partnership's  financial  statements  because  they  do  not  reflect  the
      reduction in revenues of production  expenses of $426,698,  $366,826,  and
      $365,469, respectively, incurred by the Affiliated Programs.




                                      -23-
<PAGE>



                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2005           2004           2003
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                        10,881          7,824         15,939
      Gas (Mcf)                        414,544        446,505        577,123

   Oil and gas sales(1):
      Oil                           $  581,437     $  336,481     $  460,400
      Gas                            2,884,791      2,382,090      2,638,742
                                     ---------      ---------      ---------
         Total                      $3,466,228     $2,718,571     $3,099,142
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                $53.44          $43.01         $28.89
      Per Mcf of gas                     6.96            5.33           4.57

----------
(1)   These   amounts   differ  from  the  Net  Profits   included  in  the  P-6
      Partnership's  financial  statements  because  they  do  not  reflect  the
      reduction in revenues of production  expenses of $855,891,  $854,325,  and
      $751,876, respectively, incurred by the Affiliated Programs.





                                      -24-
<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, 2005 which were
attributable  to the  Partnerships'  Net  Profits  Interests.  The  schedule  of
quantities of proved oil and gas reserves was prepared by the General Partner in
accordance with the rules  prescribed by the Securities and Exchange  Commission
(the "SEC").  Certain  reserve  information was reviewed by Ryder Scott Company,
L.P.  ("Ryder  Scott"),  an  independent  petroleum  engineering  firm.  As used
throughout  this Annual  Report,  "proved  reserves"  refers to those  estimated
quantities of crude oil, gas, and gas liquids which  geological and  engineering
data  demonstrate  with  reasonable  certainty to be recoverable in future years
from  known  oil  and gas  reservoirs  under  existing  economic  and  operating
conditions.

      Net present  value  represents  estimated  future gross cash flow from the
production and sale of proved reserves,  net of estimated oil and gas production
costs (including production taxes, ad valorem taxes, and operating expenses) and
estimated  future  development  costs,  discounted at 10% per annum. Net present
value  attributable to the  Partnerships'  proved reserves was calculated on the
basis of current  costs and prices at December  31,  2005.  Such prices were not
escalated  except in  certain  circumstances  where  escalations  were fixed and
readily determinable in accordance with applicable contract provisions.  Oil and
gas  prices at  December  31,  2005  ($61.06  per  barrel  and  $10.08  per Mcf,
respectively)  were  substantially  higher than the prices in effect on December
31, 2004 ($43.36 per barrel and $6.02 per Mcf,  respectively).  This increase in
oil  and  gas  prices  has  caused  the  estimates  of  remaining   economically
recoverable reserves, as well as the values placed on said reserves, at December
31, 2005 to be higher than such  estimates and values at December 31, 2004.  The
prices  used  in  calculating   the  net  present  value   attributable  to  the
Partnerships'  proved reserves do not necessarily  reflect market prices for oil
and gas  production  subsequent to December 31, 2005. In fact, as of the date of
this Annual  Report,  natural gas prices have  declined  significantly  from the
December  31,  2005  price.  There can be no  assurance  that the prices used in
calculating  the net  present  value of the  Partnerships'  proved  reserves  at
December 31, 2005 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.



                                      -25-
<PAGE>




                              Proved Reserves and
                              Net Present Values
                             From Proved Reserves

                          As of December 31, 2005(1)

P-1 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                  2,192,218
      Oil and liquids (Bbls)                                       240,494

   Net present value (discounted at 10% per annum)             $12,711,355


P-3 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                  3,450,217
      Oil and liquids (Bbls)                                       316,480

   Net present value (discounted at 10% per annum)             $18,996,635


P-4 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                  1,825,768
      Oil and liquids (Bbls)                                        47,507

   Net present value (discounted at 10% per annum)             $ 9,422,988


P-5 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                  2,201,499
      Oil and liquids (Bbls)                                        40,130

   Net present value (discounted at 10% per annum)             $ 9,341,278


P-6 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                  3,330,307
      Oil and liquids (Bbls)                                       126,115

   Net present value (discounted at 10% per annum)             $15,133,718
---------
(1)   Includes certain gas balancing adjustments which cause the gas volumes and
      net present values to differ from the reserve reports



                                      -26-
<PAGE>



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

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


      Significant Properties

      The   following   table  sets  forth  the  number  and   percent  of  each
Partnership's  total wells which are operated by affiliates of the  Partnerships
as of December 31, 2005:

                               Operated Wells
                    --------------------------------
                    Partnership    Number    Percent
                    -----------    ------    -------
                     P-1              34         1%
                     P-3              58         2%
                     P-4              21         7%
                     P-5             105        28%
                     P-6             147        28%

      The following table sets forth certain well and reserve  information as of
December 31, 2005 for each oil and gas basin which holds a  significant  portion
of the value of the Partnerships'  properties.  The table contains the following
information for each such basin:  (i) the number of wells in which a Net Profits
Interest  is owned,  (ii) the number and  percentage  of wells  operated  by the
Partnership's  affiliates,  (iii) estimated proved oil reserves,  (iv) estimated
proved gas reserves,  and (v) the present value (discounted at 10% per annum) of
estimated future net cash flow.

      The Anadarko Basin is located in western Oklahoma and the Texas panhandle,
while the Gulf Coast Basin is located in southern Louisiana and southeast Texas.
The Permian Basin is located in west Texas and  southeast New Mexico.  The South
Oklahoma Folded Belt Basin is located in southern Oklahoma, while the East Texas
Basin is located in east Texas and northern Louisiana.



                                      -27-
<PAGE>





                 Significant Properties as of December 31, 2005
                 -----------------------------------------------

                                Wells
                             Operated by
                             Affiliates      Oil         Gas
                   Total     -----------   Reserves    Reserves       Present
Basin              Wells     Number %(1)    (Bbl)       (Mcf)          Value
-------------      -----     ------ ----   --------   ---------    -----------
P-1 P/ship:
  Permian          2,426        2     -    231,271    1,347,710    $ 8,726,530
  Anadarko            85       28    33%     2,673      830,473      3,800,124

P-3 P/ship:
  Permian          2,426        2     -    291,449    1,699,669    $11,002,074
  Anadarko            85       28    33%     4,476    1,291,315      5,863,648

P-4 P/ship:
  Anadarko            60       17    28%     3,203      910,935    $ 4,015,144
  Gulf Coast         134        4     3%    35,346      603,650      3,997,526

P-5 P/ship:
  Anadarko           135       33    24%     4,913    1,315,315    $ 5,320,738
  South. Ok.
   Folded Belt        33        -     -     22,243      526,542      2,675,450
  Permian             50       42    84%    12,771      319,265      1,019,800

P-6 P/ship:
  Anadarko           135       33    24%     2,886    1,273,746    $ 5,181,563
  South. Ok.
   Folded Belt        52       19    37%    93,612      318,899      3,019,733
  East Texas           4        3    75%     2,040      595,521      2,288,492
  Gulf Coast          13        2    15%     2,899      282,074      1,672,821
  Permian             51       42    82%    13,657      427,645      1,463,478

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

      Following is a description of those oil and gas properties whose revisions
in the estimated  proved  reserves  (based on  equivalent  barrels of oil) as of
December 31, 2005, as compared to December 31, 2004, were significant to the P-6
Partnership:

       The  P-6   Partnership's   estimated   proved   reserves   decreased
       approximately  63,000 barrels of oil equivalent ("boe") in the Karon
       Unit,  a large  unitized  property in Live Oak County,  Texas,  from
       December 31, 2004 to December 31, 2005,  primarily  due to a revised
       forecast in reserves based on actual production experience.




                                      -28-
<PAGE>



       The  P-6   Partnership's   estimated   proved   reserves   decreased
       approximately  55,000  boe in the  O'Byrne,  Eva GU #2,  located  in
       Upshur County,  Texas,  from December 31, 2004 to December 31, 2005,
       primarily  due to a revised  forecast  in  reserves  based on actual
       production  experience  and an increase in monthly  lease  operating
       expenses.

       There  were  no  significant  revisions  in the  P-1,  P-3,  P-4 and
       P-5 Partnerships.


      Title to Oil and Gas Properties

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

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


ITEM 3.     LEGAL PROCEEDINGS

      To the knowledge of the General  Partner,  neither the General Partner nor
the Partnerships or their properties are subject to any litigation,  the results
of which  would  have a  material  effect on the  Partnerships'  or the  General
Partner's financial condition or operations.


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

      There were no matters  submitted to a vote of the Limited  Partners of any
Partnership during 2005.



                                      -29-
<PAGE>




                                    PART II.

ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS

      As of March 1, 2006, 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             683
                 P-3             169,637           1,150
                 P-4             126,306             775
                 P-5             118,449             858
                 P-6             143,041             653


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

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



                                      -30-
<PAGE>





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

                       2004                          2005               2006
            -------------------------     -------------------------     ----
            1st    2nd    3rd    4th      1st     2nd    3rd   4th      1st
P/ship      Qtr.   Qtr.   Qtr.   Qtr.     Qtr.    Qtr.   Qtr.  Qtr.     Qtr.
------      ----   ----   ----   ----     ----    ----   ----  ----     ----

 P-1        $22    $20    $31    $28      $25     $23    $44   $40      $36
 P-3         23     20     30     27       25      22     41    38       34
 P-4         17     15     24     22       19      17     27    25       21
 P-5         20     18     22     20       18      16     24    21       19
 P-6         26     23     30     27       25      22     38    35       32

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


      Cash Distributions

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



                                      -31-
<PAGE>




      The  following  is a summary  of cash  distributions  paid to the  Limited
Partners during 2004 and 2005 and the first quarter of 2006:

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


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

                                 2005                              2006
            -----------------------------------------------       -------
              1st           2nd          3rd          4th           1st
   P/ship   Quarter       Quarter      Quarter      Quarter       Quarter
   ------   -------       -------      -------      -------       -------
    P-1      $2.80         $2.82        $3.25        $3.56         $4.29
    P-3       2.43          2.62         3.09         3.27          4.04
    P-4       2.68          2.33         2.69         2.73          3.64
    P-5       1.82          2.02         2.40         2.59          2.51
    P-6       1.70          3.31         2.75         2.86          3.31





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."













                                      -32-
<PAGE>



<TABLE>
<CAPTION>


                                                 Selected Financial Data

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

                                          2005            2004             2003            2002             2001
                                      ------------    ------------     ------------    ------------     ------------

<S>                                   <C>             <C>              <C>             <C>              <C>
Net Profits                            $2,108,629      $1,480,785       $1,370,158      $  993,269       $1,295,509
Net Income:
   Limited Partners                     1,695,098       1,161,372        1,070,553         686,720          899,400
   General Partner                        195,300         133,520          126,336          87,636          115,696
   Total                                1,890,398       1,294,892        1,196,889         774,356        1,015,096
Limited Partners' Net
   Income per Unit                          15.68           10.75             9.91            6.35             8.32
Limited Partners' Cash
   Distributions per Unit                   12.43           11.18             9.55            5.21            11.60
Total Assets                            1,605,641       1,219,098        1,271,859       1,230,892        1,090,742
Partners' Capital (Deficit)
   Limited Partners                     1,635,042       1,283,944        1,330,572       1,292,019        1,168,299
   General Partner                    (    29,401)    (    64,846)     (    58,713)    (    61,127)     (    77,557)
Number of Units
   Outstanding                            108,074         108,074          108,074         108,074          108,074

</TABLE>



                                      -33-
<PAGE>


<TABLE>
<CAPTION>




                                                 Selected Financial Data

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

                                       2005            2004             2003            2002             2001
                                   ------------    ------------     ------------    ------------     ------------

<S>                                <C>             <C>              <C>             <C>              <C>
Net Profits                         $3,059,312      $2,186,949       $1,993,107      $1,411,475       $1,886,577
Net Income:
   Limited Partners                  2,456,223       1,607,490        1,540,460         949,607        1,277,744
   General Partner                     283,257         196,130          182,540         122,969          167,610
   Total                             2,739,480       1,803,620        1,723,000       1,072,576        1,445,354
Limited Partners' Net
   Income per Unit                       14.48            9.48             9.08            5.60             7.53
Limited Partners' Cash
   Distributions per
   Unit                                  11.41           10.24             8.62            4.72            10.83
Total Assets                         2,404,854       1,835,461        1,971,380       1,889,346        1,719,156
Partners' Capital (Deficit)
   Limited Partners                  2,409,113       1,888,890        2,018,400       1,940,940        1,793,333
   General Partner                 (     4,259)    (    53,429)     (    47,020)    (    51,594)     (    74,177)
Number of Units
   Outstanding                         169,637         169,637          169,637         169,637          169,637

</TABLE>


                                      -34-
<PAGE>


<TABLE>
<CAPTION>




                                                 Selected Financial Data

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

                                          2005            2004             2003            2002             2001
                                      ------------    ------------     ------------    ------------     ------------

<S>                                   <C>             <C>              <C>             <C>              <C>
Net Profits                            $1,827,833      $1,667,188       $1,573,059      $1,431,998       $2,142,197
Net Income:
   Limited Partners                     1,420,887       1,281,492        1,181,958         878,439        1,560,544
   General Partner                        165,161         149,916          140,282         124,069          196,368
   Total                                1,586,048       1,431,408        1,322,240       1,002,508        1,756,912
Limited Partners' Net
   Income per Unit                          11.25           10.15             9.36            6.95            12.36
Limited Partners' Cash
   Distributions per Unit                   10.43            9.34            10.07            8.85            14.71
Total Assets                            1,305,009       1,186,842        1,076,763       1,176,251        1,401,980
Partners' Capital (Deficit)
   Limited Partners                     1,348,375       1,244,488        1,142,996       1,234,038        1,473,599
   General Partner                    (    43,366)    (    57,646)     (    66,233)    (    57,787)     (    71,619)
Number of Units
   Outstanding                            126,306         126,306          126,306         126,306          126,306

</TABLE>



                                      -35-
<PAGE>

<TABLE>
<CAPTION>



                                                 Selected Financial Data

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

                                       2005            2004             2003            2002             2001
                                   ------------    ------------     ------------    ------------     ------------

<S>                                <C>             <C>              <C>             <C>              <C>
Net Profits                         $1,591,572      $1,246,990       $1,280,650      $  885,782       $1,642,743
Net Income:
   Limited Partners                  1,193,671         893,019          975,641         607,695        1,351,070
   General Partner                     142,372         108,428           78,297          36,219           75,627
   Total                             1,336,043       1,001,447        1,053,938         643,914        1,426,697
Limited Partners' Net
   Income per Unit                       10.08            7.54             8.24            5.13            11.41
Limited Partners' Cash
   Distributions per Unit                 8.83            6.94             8.16            4.61            16.85
Total Assets                         1,195,474       1,032,135          953,771         930,874          863,504
Partners' Capital (Deficit)
   Limited Partners                  1,229,318       1,080,647        1,009,628       1,000,987          938,292
   General Partner                 (    33,844)    (    48,512)     (    59,667)    (    70,113)     (    74,788)
Number of Units
   Outstanding                         118,449         118,449          118,449         118,449          118,449

</TABLE>



                                      -36-
<PAGE>

<TABLE>
<CAPTION>



                                                 Selected Financial Data

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

                                        2005              2004             2003             2002             2001
                                    ------------      ------------     ------------     ------------     ------------

<S>                                 <C>               <C>              <C>              <C>              <C>
Net Profits                          $2,610,337        $1,864,246       $2,347,266       $1,476,251       $2,282,475
Net Income:
   Limited Partners                   1,898,927         1,399,899        1,813,666          999,684        1,833,293
   General Partner                      239,509           167,234          215,343          129,102          130,157
   Total                              2,138,436         1,567,133        2,029,009        1,128,786        1,963,450
Limited Partners' Net
   Income per Unit                        13.28              9.79            12.68             6.99            12.82
Limited Partners' Cash
   Distributions per Unit                 10.62             11.09            11.81             6.38            20.23
Total Assets                          2,063,221         1,640,367        1,831,927        1,660,818        1,552,953
Partners' Capital (Deficit)
   Limited Partners                   2,045,039         1,666,112        1,853,213        1,728,547        1,640,863
   General Partner                  (    17,913)      (    52,148)     (    60,944)     (    67,729)     (    87,910)
Number of Units
   Outstanding                          143,041           143,041          143,041          143,041          143,041


</TABLE>


                                      -37-
<PAGE>




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


      Use of Forward-Looking Statements and Estimates

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

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


      General Discussion

      The following  general  discussion  should be read in conjunction with the
analysis  of  results  of  operations  provided  below.  The  primary  source of
liquidity  and  Partnership  cash  distributions  comes  from  the net  revenues
generated from the sale of oil and gas produced from the  Partnerships'  oil and
gas  properties.  The level of net revenues is highly  dependent upon the prices
received  for oil and gas  sales,  which  prices  have  historically  been  very
volatile  and may  continue  to be so.  Additionally,  lower oil and natural gas
prices  may reduce the  amount of oil and gas that is  economic  to produce  and
reduce the  Partnerships'  revenues and cash flow.  Various  factors  beyond the
Partnerships' control will affect prices for oil and natural gas, such as:





                                      -38-
<PAGE>




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

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

      In addition to pricing, the level of net revenues is also highly dependent
upon the total  volumes of oil and natural gas sold.  Oil and gas  reserves  are
depleting  assets and will  experience  production  declines over time,  thereby
likely  resulting  in  reduced  net  revenues.  Despite  this  general  trend of
declining production,  several factors can cause the volumes of oil and gas sold
to increase,  remain  relatively  constant,  or decrease at an even greater rate
over a given period. These factors include, but are not limited to:

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

Many of these  factors  are very  significant  as related to a single well or as
related to many wells over a short period of time.



                                      -39-
<PAGE>



However,  due to the large  number  of wells  owned by the  Partnerships,  these
factors  are  generally  not  material  as  compared  to the  normal  decline in
production experienced on all remaining wells.


      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, 2005 as compared to the year ended
December  31, 2004 and for the year ended  December  31, 2004 as compared to the
year ended December 31, 2003.


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

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

      Total Net Profits increased  $628,000 (42.4%) in 2005 as compared to 2004.
Of this increase $283,000 and $471,000,  respectively, were related to increases
in the average prices of oil and gas sold. These increases were partially offset
by decreases of (i) $27,000 and $62,000,  respectively,  related to decreases in
volumes  of oil  and gas  sold  and  (ii)  $37,000  related  to an  increase  in
production  expenses.  Volumes of oil and gas sold  decreased  741  barrels  and
13,384 Mcf, respectively, in 2005 as compared to 2004.

      The  decrease  in volumes of oil sold was  primarily  due to (i)  negative
prior period  volume  adjustments  made by the operators on several wells during
2005,  (ii)  similar  positive  prior  period  volume  adjustments  made  by the
operators  on several  other wells during  2004,  and (iii)  normal  declines in
production.  These decreases were partially  offset by (i) positive prior period
volume  adjustments made by the operators on several wells during 2005, (ii) the
successful  completion of two new wells during late 2004,  and (iii) an increase
in production on one significant  well following the successful 2004 workover of
that well.

      The  decrease in volumes of gas sold was  primarily  due to (i) a negative
prior period  volume  adjustment  made by the operator on one  significant  well
during 2005,  (ii) normal  declines in  production,  and (iii) a positive  prior
period  volume  adjustment  included  in the  receipt of first  revenues  on one
significant  well during 2004.  These  decreases  were  partially  offset by (i)
positive prior period volume adjustments made by the operators on



                                      -40-
<PAGE>



several wells during 2005 and (ii) negative prior period volume adjustments made
by the operators on several other wells during 2004.

      The increase in  production  expenses was primarily due to (i) an increase
in  production  taxes  associated  with the increase in oil and gas sales,  (ii)
workover  expenses  incurred in 2005 on several wells,  and (iii) an increase in
saltwater  disposal  expenses  incurred on one  significant  unit during 2005 as
compared to 2004.  These  increases were partially  offset by workover  expenses
incurred on two  significant  wells during  2004.  As of the date of this Annual
Report,  management  anticipates  that the  saltwater  disposal  expenses on the
significant unit will remain at 2005 levels.

      Average  oil and gas prices  increased  to $51.56 per barrel and $6.60 per
Mcf,  respectively,   in  2005  from  $36.36  per  barrel  and  $4.63  per  Mcf,
respectively, in 2004.

      Depletion of Net Profits  Interests  increased  $12,000 (17.4%) in 2005 as
compared to 2004.  Of this  increase  (i) $11,000  was due to the  depletion  of
additional  Net  Profits  Interests  as a result of the upward  revision  in the
estimate of the asset  retirement  obligations,  of which  $6,000 was related to
previously  fully  depleted  wells and (ii) $3,000 was due to accretion of these
additional asset retirement  obligations.  These increases were partially offset
by the decreases in volumes of oil and gas sold. As a percentage of Net Profits,
this expense  decreased to 3.8% in 2005 from 4.6% in 2004,  primarily due to the
increases in the average prices of oil and gas sold.

      General and  administrative  expenses  increased  $6,000 (4.1%) in 2005 as
compared to 2004. As a percentage of Net Profits,  these  expenses  decreased to
7.0% in 2005 from 9.6% in 2004, primarily due to the increase in Net Profits.

      The Limited Partners have received cash distributions through December 31,
2005 totaling $18,204,558 or 168.45% of Limited Partners' capital contributions.



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

      Total Net Profits  increased  $111,000 (8.1%) in 2004 as compared to 2003.
Of this  increase  (i)  $155,000  and  $94,000,  respectively,  were  related to
increases in the average prices of oil and gas sold and (ii) $21,000 was related
to an increase in volumes of oil sold.  These increases were partially offset by
a decrease of (i) $140,000 related to a decrease in volumes of gas sold and (ii)
$19,000 related to an increase in production expenses.



                                      -41-
<PAGE>





      Volumes  of oil sold  increased  753  barrels,  while  volumes of gas sold
decreased 32,961 Mcf in 2004 as compared to 2003. The increase in volumes of oil
sold was primarily due to positive prior period volume  adjustments made in 2004
by the operators on several wells.  These  increases  were  partially  offset by
normal declines in production. The decrease in volumes of gas sold was primarily
due to (i)  negative  prior  period  volume  adjustments  made  in  2004  by the
operators on several wells and (ii) normal declines in production. The decreases
in gas volumes  were  partially  offset by the receipt of first  revenues on one
significant well during 2004.

      The  increase in  production  expenses was  primarily  due to (i) workover
expenses  incurred on two  significant  wells during  2004,  (ii) an increase in
production  taxes associated with the increase in oil and gas sales, and (iii) a
2004 increase in production  taxes associated with the receipt of first revenues
on one significant  well.  These increases were partially offset by (i) negative
prior period  production tax  adjustments  made by the operator on several wells
during 2004,  (ii) a decrease in lease  operating  expenses  associated with the
decrease in volumes of gas sold, and (iii) workover expenses incurred on several
wells during 2003.

      Average  oil and gas prices  increased  to $36.36 per barrel and $4.63 per
Mcf,  respectively,   in  2004  from  $28.35  per  barrel  and  $4.25  per  Mcf,
respectively, in 2003.

      Depletion of Net Profits  Interests  decreased  $12,000 (15.3%) in 2004 as
compared to 2003. This decrease was primarily due to (i) upward revisions in the
estimates of remaining oil and gas reserves during 2004 and (ii) the decrease in
volumes of gas sold. As a percentage of Net Profits,  this expense  decreased to
4.6% in 2004 from 5.8% in 2003.  This  percentage  decrease was primarily due to
(i) the dollar  decrease  in  depletion  of Net Profits  Interests  and (ii) the
increase in the average prices of oil and gas sold.

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



                                      -42-
<PAGE>




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

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

      Total Net Profits increased  $872,000 (39.9%) in 2005 as compared to 2004.
Of this increase $363,000 and $710,000,  respectively, were related to increases
in the average prices of oil and gas sold. These increases were partially offset
by decreases of (i) $33,000 and $120,000, respectively,  related to decreases in
volumes  of oil  and gas  sold  and  (ii)  $48,000  related  to an  increase  in
production  expenses.  Volumes of oil and gas sold  decreased  893  barrels  and
25,051 Mcf, respectively, in 2005 as compared to 2004.

      The  decrease  in volumes of oil sold was  primarily  due to (i)  negative
prior period  volume  adjustments  made by the operators on several wells during
2005,  (ii)  similar  positive  prior  period  volume  adjustments  made  by the
operators  on several  other wells during  2004,  and (iii)  normal  declines in
production.  These decreases were partially  offset by (i) positive prior period
volume  adjustments made by the operators on several wells during 2005, (ii) the
successful  completion of two new wells during late 2004,  and (iii) an increase
in production on one significant  well following the successful 2004 workover of
that well.

      The  decrease in volumes of gas sold was  primarily  due to (i) a negative
prior period  volume  adjustment  made by the operator on one  significant  well
during 2005,  (ii) normal  declines in  production,  and (iii) a positive  prior
period  volume  adjustment  included  in the  receipt of first  revenues  on one
significant  well during 2004.  These  decreases  were  partially  offset by (i)
positive prior period volume  adjustments made by the operators on several wells
during 2005 and (ii) similar  negative prior period volume  adjustments  made by
the operators on several other wells during 2004.

      The increase in  production  expenses was primarily due to (i) an increase
in  production  taxes  associated  with the increase in oil and gas sales,  (ii)
workover  expenses  incurred on several wells during 2005, and (iii) an increase
in saltwater  disposal  expenses incurred on one significant unit during 2005 as
compared to 2004.  These  increases were partially  offset by workover  expenses
incurred on two  significant  wells during  2004.  As of the date of this Annual
Report,  management  anticipates  that the  saltwater  disposal  expenses on the
significant unit will remain at 2005 levels.

      Average  oil and gas prices  increased  to $51.53 per barrel and $6.75 per
Mcf,  respectively,   in  2005  from  $36.42  per  barrel  and  $4.80  per  Mcf,
respectively, in 2004.



                                      -43-
<PAGE>




      Depletion of Net Profits  Interests  decreased  $87,000 (42.3%) in 2005 as
compared to 2004.  This decrease was primarily due to (i) one  significant  well
being fully depleted during 2004 due to the lack of remaining  reserves and (ii)
the decreases in volumes of oil and gas sold.  These  decreases  were  partially
offset by (i) an increase  of $15,000 due to the  depletion  of  additional  Net
Profits  Interests  as a result of the upward  revision  in the  estimate of the
asset  retirement  obligations,  of which $8,000 was related to previously fully
depleted wells,  (ii) an increase of $4,000 due to accretion of these additional
asset  retirement  obligations,  and  (iii) one  significant  well  being  fully
depleted during 2005 due to the lack of remaining  reserves.  As a percentage of
Net  Profits,  this expense  decreased  to 3.9% in 2005 from 9.4% in 2004.  This
percentage decrease was primarily due to (i) the dollar decrease in Depletion of
Net Profits  Interests and (ii) the  increases in the average  prices of oil and
gas sold.

      General and  administrative  expenses  increased  $6,000 (2.7%) in 2005 as
compared to 2004. As a percentage of Net Profits,  these  expenses  decreased to
7.0% in 2005 from 9.6% in 2004, primarily due to the increase in Net Profits.

      The Limited Partners have received cash distributions through December 31,
2005 totaling $25,490,401 or 150.26% of Limited Partners' capital contributions.



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

      Total Net Profits  increased  $194,000 (9.7%) in 2004 as compared to 2003.
Of this  increase  (i)  $201,000  and  $162,000,  respectively,  were related to
increases in the average prices of oil and gas sold and (ii) $28,000 was related
to an increase in volumes of oil sold.  These increases were partially offset by
a decrease of (i) $159,000 related to a decrease in volumes of gas sold and (ii)
$38,000 related to an increase in production expenses.

      Volumes  of oil sold  increased  990  barrels,  while  volumes of gas sold
decreased 36,303 Mcf in 2004 as compared to 2003. The increase in volumes of oil
sold was primarily due to positive prior period volume  adjustments  made by the
operators on several wells during 2004, which increases were partially offset by
normal declines in production. The decrease in volumes of gas sold was primarily
due to (i) negative  prior period  volume  adjustments  made by the operators on
several  wells  during  2004 and  (ii)  normal  declines  in  production.  These
decreases  were  partially  offset  by the  receipt  of  first  revenues  on one
significant well during 2004.



                                      -44-
<PAGE>



      The  increase in  production  expenses was  primarily  due to (i) workover
expenses  incurred on two  significant  wells during  2004,  (ii) an increase in
production taxes associated with the increase in oil and gas sales, and (iii) an
increase in production  taxes  associated  with the receipt of first revenues on
one significant  well during 2004.  These increases were partially offset by (i)
negative prior period production tax adjustments made by the operator on several
wells during 2004, (ii) a decrease in lease operating  expenses  associated with
the decrease in volumes of gas sold,  and (iii)  workover  expenses  incurred on
several wells during 2003.

      Average  oil and gas prices  increased  to $36.42 per barrel and $4.80 per
Mcf,  respectively,   in  2004  from  $28.37  per  barrel  and  $4.39  per  Mcf,
respectively, in 2003.

      Depletion of Net Profits  Interests  increased  $84,000 (69.0%) in 2004 as
compared to 2003.  This  increase  was  primarily  due to one  significant  well
becoming fully depleted during 2004 due to the lack of remaining reserves.  This
increase  was  partially  offset by (i) upward  revisions  in the  estimates  of
remaining  oil and gas reserves  during 2004 and (ii) the decrease in volumes of
gas sold. As a percentage of Net Profits, this expense increased to 9.4% in 2004
from 6.1% in 2003.  This  percentage  increase was  primarily  due to the dollar
increase in depletion of Net Profits Interests.

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



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

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

      Total Net Profits  increased  $161,000 (9.6%) in 2005 as compared to 2004.
Of this increase $225,000 and $369,000,  respectively, were related to increases
in the average prices of oil and gas sold. These increases were partially offset
by decreases of (i) $78,000 and $220,000, respectively,  related to decreases in
volumes  of oil and gas  sold  and  (ii)  $135,000  related  to an  increase  in
production  expenses.  Volumes of oil and gas sold  decreased  1,948 barrels and
38,364 Mcf, respectively, in 2005 as compared to 2004.

      The  decrease  in  volumes  of oil sold was  primarily  due to (i)  normal
declines in production and (ii) the shutting-in of one  significant  well during
late 2004 and early 2005 in order to perform a workover.  As of the date of this
Annual Report, the



                                      -45-
<PAGE>



shut-in  well  has  returned  to  production  at a lower  rate  than  previously
experienced. The lower production rate is expected to continue.

      The  decrease  in  volumes  of gas sold was  primarily  due to (i)  normal
declines in production,  (ii) a positive prior period volume adjustment included
in the receipt of first revenues on one significant  well during 2004, and (iii)
the shutting-in of two  significant  wells during early 2005 in order to perform
workovers.  As of the  date of this  Annual  Report,  the  operator  has not yet
determined  when or if the  shut-in  wells  will  return to  production,  and if
returned to production, at what rate.

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

      Average  oil and gas prices  increased  to $54.22 per barrel and $7.60 per
Mcf,  respectively,   in  2005  from  $39.91  per  barrel  and  $5.75  per  Mcf,
respectively, in 2004.

      Depletion  of Net Profits  Interests  increased  $5,000  (5.7%) in 2005 as
compared to 2004.  Of this  increase  (i) $32,000  was due to the  depletion  of
additional  Net  Profits  Interests  as a result of the upward  revision  in the
estimate of the asset  retirement  obligations,  of which $20,000 was related to
previously  fully depleted wells,  and (ii) $4,000 was due to accretion of these
additional asset retirement  obligations.  These increases were partially offset
by (i)  the  abandonment  of one  significant  well  during  2004  following  an
unsuccessful  recompletion  attempt and (ii) the decreases in volumes of oil and
gas sold. As a percentage of Net Profits, this expense decreased to 4.6% in 2005
from 4.7% in 2004.

      General and  administrative  expenses  increased  $7,000 (4.2%) in 2005 as
compared to 2004. As a percentage of Net Profits,  these  expenses  decreased to
9.2% in 2005 from 9.7% in 2004.

      Cumulative cash distributions to the Limited Partners through December 31,
2005 were $20,214,945 or 160.05% of Limited Partners' capital contributions.



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

      Total Net Profits increased $94,000 (6.0%) in 2004 as compared to 2003. Of
this increase $181,000 and $130,000,  respectively, were related to increases in
the average prices of



                                      -46-
<PAGE>



oil and gas sold.  These  increases  were  partially  offset by decreases of (i)
$111,000 and $105,000, respectively,  related to decreases in volumes of oil and
gas sold and (ii) $1,000 related to an increase in production expenses.  Volumes
of oil and gas sold  decreased  3,752 barrels and 20,147 Mcf,  respectively,  in
2004 as compared to 2003.

      The  decrease  in  volumes  of oil sold was  primarily  due to (i)  normal
declines in production and (ii) the shutting in of one  significant  well during
late 2004 due to  mechanical  problems.  The decrease in volumes of gas sold was
primarily due to normal  declines in  production,  which  decrease was partially
offset by the receipt of first revenues on one significant well during 2004.

      The increase in  production  expenses was primarily due to (i) an increase
in  production  taxes  associated  with the increase in oil and gas sales,  (ii)
workover  expenses  incurred on several wells during 2004, and (iii) an increase
in  production  taxes  associated  with the  receipt  of first  revenues  on one
significant  well  during  2004.  These  increases  were  partially  offset by a
decrease in lease operating expense  associated with the decreases in volumes of
oil and gas sold.

      Average  oil and gas prices  increased  to $39.91 per barrel and $5.75 per
Mcf,  respectively,   in  2004  from  $29.66  per  barrel  and  $5.21  per  Mcf,
respectively, in 2003.

      Depletion of Net Profits  Interests  decreased  $13,000 (14.6%) in 2004 as
compared to 2003. This decrease was primarily due to (i) upward revisions in the
estimates of remaining  oil and gas reserves  during 2004 and (ii) the decreases
in volumes of oil and gas sold.  These  decreases were  partially  offset by the
abandonment  of one  significant  well during  2004  following  an  unsuccessful
recompletion  attempt. As a percentage of Net Profits, this expense decreased to
4.7% in 2004 from 5.9% in 2003.  This  percentage  decrease was primarily due to
(i) the dollar  decrease  in  depletion  of Net Profits  Interests  and (ii) the
increase in the average prices of oil and gas sold.

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




                                      -47-
<PAGE>





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

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

      Total Net Profits increased  $345,000 (27.6%) in 2005 as compared to 2004.
Of this  increase  (i)  $70,000  and  $494,000,  respectively,  were  related to
increases in the average  prices of oil and gas sold and (ii) $3,000 was related
to an increase in volumes of oil sold.  These increases were partially offset by
decreases of (i) $162,000  related to a decrease in volumes of gas sold and (ii)
$60,000  related to an  increase  in  production  expenses.  Volumes of oil sold
increased 79 barrels,  while volumes of gas sold decreased 31,893 Mcf in 2005 as
compared to 2004.

      The  increase  in volumes of oil sold was  primarily  due to (i)  positive
prior period  volume  adjustments  made by the operators on several wells during
2005 and (ii) the successful completion of several new wells during mid 2004 and
early and mid 2005.  These increases were partially offset by normal declines in
production.

      The  decrease  in  volumes  of gas sold was  primarily  due to (i)  normal
declines in production,  (ii) a negative  prior period volume  adjustment on one
significant  well during 2005,  and (iii) a  substantial  decline in  production
during  2005 on one  significant  well  following a workover of that well during
late 2004.  This well is not expected to return to its previously high levels of
production.  The decreases in volumes of gas sold were  partially  offset by the
successful  completion  of several  new wells  during mid to late 2004 and early
2005.

      The  increase in  production  expenses was  primarily  due to (i) workover
expenses  incurred  on  several  wells  during  2005  and  (ii) an  increase  in
production  taxes  associated  with the  increase  in oil and gas  sales.  These
increases were partially offset by workover  expenses  incurred on several other
wells during 2004.

      Average  oil and gas prices  increased  to $53.42 per barrel and $7.04 per
Mcf,  respectively,   in  2005  from  $38.44  per  barrel  and  $5.08  per  Mcf,
respectively, in 2004.

      Depletion of Net Profits  Interests  increased  $12,000 (12.8%) in 2005 as
compared to 2004.  Of this  increase  (i) $23,000  was due to the  depletion  of
additional  Net  Profits  Interests  as a result of the upward  revision  in the
estimate of the asset  retirement  obligations,  of which $16,000 was related to
previously  fully  depleted  wells and (ii) $3,000 was due to accretion of these
additional  asset  retirement  obligations.  This  increase  was  also due to an
increase in depletable Net Profits



                                      -48-
<PAGE>



Interests during 2005 primarily due to the drilling of two developmental  wells.
These  increases  were  partially  offset by (i) the  decrease in volumes of gas
sold, (ii) one significant well being fully depleted during 2004 due to the lack
of remaining reserves,  and (iii) upward revisions in the estimates of remaining
oil and gas reserves  since  December 31, 2004.  As a percentage of Net Profits,
this expense  decreased to 6.7% in 2005 from 7.6% in 2004,  primarily due to the
increases in the average prices of oil and gas sold.

      General and  administrative  expenses  increased  $7,000 (4.5%) in 2005 as
compared to 2004. As a percentage of Net Profits,  these  expenses  decreased to
10.0% in 2005 from 12.2% in 2004, primarily due to the increase in Net Profits.

      Cumulative cash distributions to the Limited Partners through December 31,
2005 were $14,257,759 or 120.37% of Limited Partners' capital contributions.



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

      Total Net Profits decreased $34,000 (2.6%) in 2004 as compared to 2003. Of
this decrease (i) $53,000 and $142,000,  respectively, were related to decreases
in volumes of oil and gas sold and (ii)  $2,000 was  related to an  increase  in
production  expenses.  These  decreases  were  partially  offset by increases of
$39,000 and $124,000,  respectively,  related to increases in the average prices
of oil and gas sold.

      Volumes  of oil and gas sold  decreased  1,761  barrels  and  30,660  Mcf,
respectively,  in 2004 as compared to 2003.  The decrease in volumes of oil sold
was primarily due to (i) the  shutting-in of a producing zone on one significant
well during late 2003 and (ii) normal  declines in  production.  The decrease in
volumes of gas sold was primarily due to (i) downward revisions in the estimates
of  remaining  gas  reserves  on one  significant  well  resulting  in  the  P-5
Partnership  becoming  over  produced in excess of estimated  ultimate  reserves
thereby increasing gas imbalance payable and (ii) normal declines in production.
These  decreases  were  partially  offset by the  successful  completion  of one
significant well during early 2004.

      The increase in production  expense was primarily due to workover expenses
incurred on several wells during 2004, which increase was  substantially  offset
by a decrease in lease  operating  expenses  associated  with the  decreases  in
volumes of oil and gas sold.  Average oil and gas prices increased to $38.44 per
barrel and $5.08 per Mcf, respectively, in 2004 from $30.01 per barrel and $4.64
per Mcf, respectively, in 2003.



                                      -49-
<PAGE>



      Depletion of Net Profits  Interests  increased  $15,000 (19.2%) in 2004 as
compared  to  2003.  This  increase  was  primarily  due to (i) an  increase  in
depletable  Net  Profits  Interests  primarily  due  to  developmental  drilling
activities on several properties during 2004 and (ii) one significant well being
fully depleted in 2004 due to the lack of remaining  reserves.  These  increases
were  partially  offset by the  decrease  in volumes  of oil and gas sold.  As a
percentage of Net Profits,  this expense  increased to 7.6% in 2004 from 6.2% in
2003.  This  percentage  increase was  primarily  due to the dollar  increase in
depletion of Net Profits Interests.

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



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

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

      Total Net Profits increased  $746,000 (40.0%) in 2005 as compared to 2004.
Of this  increase  (i)  $113,000  and  $673,000,  respectively,  were related to
increases  in the  average  prices  of oil and gas sold and  (ii)  $131,000  was
related to an increase in volumes of oil sold.  These  increases  were partially
offset by a decrease of  $171,000  related to a decrease in volumes of gas sold.
Volumes of oil sold increased 3,057 barrels, while volumes of gas sold decreased
31,961 Mcf in 2005 as compared to 2004.

      The  increase in volumes of oil sold was  primarily  due to (i) a negative
prior period volume  adjustment  made in 2004 by the operator on one significant
well and (ii) the successful completion of several new wells during early to mid
2005.

      The  decrease  in  volumes  of gas sold was  primarily  due to (i)  normal
declines in production,  (ii) a substantial decline in production during 2005 on
one  significant  well  following a workover  of that well during mid 2005,  and
(iii) a negative prior period volume  adjustment on one significant  well during
2005.  The well with a  substantial  decline in  production  is not  expected to
return to its previous  levels of  production.  The  decreases in volumes of gas
sold were partially offset by (i) a negative prior period volume adjustment made
in 2004 by the  operator  on another  significant  well and (ii) the  successful
completion of several wells during mid to late 2004 and early 2005.

      Increases in production  expenses were primarily due to (i) an increase in
production  taxes  associated  with the  increase  in oil and gas sales and (ii)
workover  expenses  incurred on several wells during 2005.  These increases were
substantially offset by



                                      -50-
<PAGE>



(i) a prior period  production  tax  adjustment on one  significant  unit during
2004, (ii) workover  expenses incurred on two significant wells during 2004, and
(iii)  the  abandonment  of one  significant  well  during  2004  due to  severe
mechanical problems.

      Average  oil and gas prices  increased  to $53.44 per barrel and $6.96 per
Mcf,  respectively,   in  2005  from  $43.01  per  barrel  and  $5.33  per  Mcf,
respectively, in 2004.

      Depletion of Net Profits Interests  increased $176,000 (145.5%) in 2005 as
compared to 2004.  Of this  increase  (i) $86,000  was due to the  depletion  of
additional  Net  Profits  Interests  as a result of the upward  revision  in the
estimate of the asset  retirement  obligations,  of which $64,000 was related to
previously  fully depleted wells, and (ii) $10,000 was due to accretion of these
additional asset retirement obligations.  This increase was also due to downward
revisions  in the  estimates  of  remaining  oil and gas  reserves  following an
unsuccessful  recompletion  attempt on one significant  well during 2005.  These
increases were  partially  offset by one  significant  well being fully depleted
during  2004 due to the  lack of  remaining  reserves.  As a  percentage  of Net
Profits,  this expense  increased to 11.4% in 2005 from 6.5% in 2004,  primarily
due to the dollar increase in depletion of Net Profits Interests.

      General and  administrative  expenses  increased  $7,000 (3.7%) in 2005 as
compared to 2004. As a percentage of Net Profits,  these  expenses  decreased to
7.1% in 2005 from 9.6% in 2004, primarily due to the increase in Net Profits.

      The Limited Partners have received cash distributions through December 31,
2005 totaling $20,991,248 or 146.75% of Limited Partners' capital contributions.



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

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

      Volumes of oil and gas sold  decreased  8,115  barrels  and  130,618  Mcf,
respectively,  in 2004 as compared to 2003.  The decrease in volumes of oil sold
was primarily due to (i) a negative prior period volume  adjustment  made by the
operator  on  one  significant   well  during  2004,  (ii)  normal  declines  in
production, and (iii) the shutting-in of a producing zone on one



                                      -51-
<PAGE>



other significant well during late 2003. The decrease in volumes of gas sold was
primarily due to (i) normal declines in production,  (ii) downward  revisions in
the estimates of remaining gas reserves on one significant well resulting in the
P-6 Partnership  becoming over produced in excess of estimated ultimate reserves
thereby  increasing  gas imbalance  payable,  and (iii) a negative  prior period
volume adjustment made on one significant well during 2004.

      The  increase in  production  expenses  was  primarily  due to (i) a prior
period  production  tax  adjustment on one  significant  unit during 2004,  (ii)
workover  expenses  incurred on two significant wells during 2004, and (iii) the
abandonment  of one  significant  well  during  2004  due to  severe  mechanical
problems. These increases were partially offset by a decrease in lease operating
expenses associated with the decreases in volumes of oil and gas sold.

      Average  oil and gas prices  increased  to $43.01 per barrel and $5.33 per
Mcf,  respectively,   in  2004  from  $28.89  per  barrel  and  $4.57  per  Mcf,
respectively, in 2003.

      Depletion of Net Profits  Interests  decreased  $22,000 (15.6%) in 2004 as
compared to 2003. This decrease was primarily due to the decreases in volumes of
oil and gas sold,  which decrease was partially  offset by one significant  well
being fully  depleted  during 2004 due to the lack of remaining  reserves.  As a
percentage of Net Profits,  this expense  increased to 6.3% in 2004 from 6.1% in
2003.

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




                                      -52-
<PAGE>




      Average Proceeds and Units of Production

      The  following  tables  are  comparisons  of  the  annual  barrel  of  oil
equivalent  ("boe")  (one  barrel  of oil or six  Mcf of gas)  and  the  average
proceeds (oil and gas sales less lease operating  expenses and production taxes)
received per boe  attributable  to the  Partnerships'  Net Profits for the years
ended December 31, 2005, 2004, and 2003.

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

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

    P-1        58,371    61,343       ( 5%)       $36.12   $24.14      50%
    P-3        84,774    89,842       ( 6%)        36.09    24.34      48%
    P-4        49,087    57,429       (15%)        37.24    29.03      28%
    P-5        46,529    51,765       (10%)        34.21    24.09      42%
    P-6        79,972    82,242       ( 3%)        32.64    22.67      44%


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

                                                   Average Proceeds per
                          BOE                                BOE
              -----------------------------       --------------------------
   P/ship      2004      2003      % Change        2004     2003    % Change
   ------     -------   -------    --------       ------   ------   --------

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


      Liquidity and Capital Resources

      Net  proceeds  from  operations  less  necessary   operating  capital  are
distributed to the Limited  Partners on a quarterly  basis.  See "Item 5. Market
for Units and Related  Limited  Partner  Matters." The net proceeds from the Net
Profits  Interests are generally not reinvested in productive  assets.  Assuming
2005  production  levels for future  years,  the  Partnerships'  proved  reserve
quantities at December 31, 2005 would have the following remaining lives:





                                      -53-
<PAGE>




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

                P-1               9.2            12.9
                P-3               9.5            13.2
                P-4               9.1             3.0
                P-5               8.8             8.6
                P-6               8.0            11.6

These life of reserves estimates are based on the current estimates of remaining
oil and gas reserves. See "Item 2. Properties" for a discussion of these reserve
estimates.  Any  decrease  from the high oil and gas prices at December 31, 2005
may cause a decrease in the estimated life of said reserves. As discussed below,
the Partnerships must terminate no later than December 31, 2015 (ten years after
December 31, 2005).

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

      Expenditures by the Affiliated Programs for new wells, well recompletions,
or workovers,  however,  may reduce or eliminate cash available for a particular
quarterly cash distribution. During 2005, capital expenditures affecting the P-6
Partnership's Net Profits Interests totaled approximately $213,000.  These costs
were indirectly incurred primarily as a result of recompletion activities on (i)
the Henderson  Stovall GU #2 well located in Wharton County,  Texas and (ii) the
Berniece 1 well located in Grayson  County,  Texas.  Other capital  expenditures
incurred by the Partnerships  during 2005 were not material to the Partnerships'
cash flows.

      The Partnerships  sold certain Net Profits Interests during 2004 and 2003.
No such sales occurred during 2005. These sales were made by the General Partner
after giving due consideration to both the offer price and the General Partner's
estimate of the  underlying  property's  remaining  proved  reserves  and future
operating   costs.   Net  proceeds  from  the  sales  were  distributed  to  the
Partnerships  and  included  in  the  calculation  of  the  Partnerships'   cash
distributions for the quarter immediately following the Partnerships' receipt of
the proceeds.  The amount of such proceeds from the sale of Net Profits Interest
during 2005, 2004, and 2003, were as follows:







                                      -54-
<PAGE>




      Partnership          2005             2004              2003
      -----------         ------           -------           -------

          P-1              $ -             $16,707           $45,230
          P-3                -              21,366            57,301
          P-4                -                 434               938
          P-5                -                -                8,657
          P-6                -                -                5,212

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

      There can be no  assurance  as to the amount of the  Partnerships'  future
cash distributions. The Partnerships' ability to make cash distributions depends
primarily upon the level of available  cash flow generated by the  Partnerships'
Net Profits Interests,  which will be affected (either positively or negatively)
by many factors beyond the control of the  Partnerships,  including the price of
and demand for oil and gas and other  market and  economic  conditions.  Even if
prices and costs remain stable,  the amount of cash available for  distributions
will decline over time (as the volume of production  from  producing  properties
declines) since the Partnerships are not generally replacing production.

      The  General  Partner  expects  general  and  administrative  expenses  to
increase substantially during 2006 and 2007 due to costs required to comply with
Section 404 of the  Sarbanes-Oxley  Act of 2002. Such anticipated  increase will
reduce cash available for  distribution.  The General Partner expects at least a
portion of this anticipated  increase in general and administrative  expenses to
continue in years beyond 2007.

      Pursuant  to the terms of the  Partnership  Agreements,  the  Partnerships
would have terminated on December 31, 2005. However, the Partnership  Agreements
provide that the General Partner may extend the term of each  Partnership for up
to five periods of two years each. The General Partner has extended the terms of
the Partnerships  for the first two-year  extension period to December 31, 2007.
As of the date of this Annual  Report,  the General  Partner has not  determined
whether to further extend the term of any Partnership.


      Off-Balance Sheet Arrangements

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



                                      -55-
<PAGE>





      Tabular Disclosure of Contractual Obligations

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


      Critical Accounting Policies

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

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

      The  Partnerships  evaluate the  recoverability  of the carrying  costs of
their Net Profits  Interests in proved oil and gas  properties  for each oil and
gas field (rather than separately for each well). If the unamortized  costs of a
Net Profits  Interest  within a field exceeds the expected  undiscounted  future
cash flows from such Net Profits Interest,  the cost of the Net Profits Interest
is written  down to fair  value,  which is  determined  by using the  discounted
future cash flows from the Net Profits Interest.

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



                                      -56-
<PAGE>



to  calculate  this  liability  are based on the average gas price for which the
Partnerships are currently  settling this liability.  This liability is recorded
as a reduction of accounts receivable.

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


      Asset Retirement Obligation

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

      New Accounting Pronouncements

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


      Inflation and Changing Prices

      Prices obtained for oil and gas production  depend upon numerous  factors,
including the extent of domestic and foreign production, foreign imports of oil,
market  demand,  domestic  and  foreign  economic  conditions  in  general,  and
governmental  regulations  and tax laws.  Inflationary  pressure on drilling and
operating  costs have impacted the operating and drilling  costs incurred by the
Partnerships.  This  pressure is  expected  to continue to the extent  commodity
prices remain at their current levels. Oil and gas prices have fluctuated during
recent years and generally have not followed the same pattern as inflation.  See
"Item 2. Properties - Oil and Gas Production, Revenue, and Price History."




                                      -57-
<PAGE>




ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      The Partnerships do not hold any market risk sensitive instruments.


ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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


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

      None.


ITEM 9A.    CONTROLS AND PROCEDURES

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


ITEM 9B.    OTHER INFORMATION

      The  General  Partner  is not  aware  of any  information  required  to be
reported  on Form 8-K  during  the  fourth  quarter of 2005 but which was not so
reported.



                                   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.




                                      -58-
<PAGE>




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

      Dennis R. Neill          54      President and Director

      Judy K. Fox              55      Secretary

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

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

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

      Section 16(a) Beneficial Ownership Reporting Compliance

      To the best knowledge of the Partnerships  and the General Partner,  there
were no officers,  directors,  or ten percent owners who were delinquent  filers
during 2005 of reports required under Section 16 of the Securities  Exchange Act
of 1934.


      Audit Committee Financial Expert

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





                                      -59-
<PAGE>




      Code of Ethics

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

ITEM 11.    EXECUTIVE COMPENSATION

      The General  Partner and its  affiliates are reimbursed for actual general
and  administrative  costs and operating costs incurred and  attributable to the
conduct of the business affairs and operations of the Partnerships,  computed on
a cost basis,  determined  in  accordance  with  generally  accepted  accounting
principles.  Such reimbursed  costs and expenses  allocated to the  Partnerships
include office rent, secretarial, employee compensation and benefits, travel and
communication costs, fees for professional  services,  and other items generally
classified  as general or  administrative  expense.  When actual costs  incurred
benefit other  Partnerships and affiliates,  the allocation of costs is based on
the  relationship of the  Partnerships'  reserves to the total reserves owned by
all  Partnerships  and  affiliates.  The  amount of general  and  administrative
expense  allocated to the General Partner and its affiliates and charged to each
Partnership  during  2005,  2004,  and 2003,  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         2005          2004         2003
            -----------       --------      --------     --------
                P-1           $113,760      $113,760     $113,760
                P-3            178,560       178,560      178,560
                P-4            132,960       132,960      132,960
                P-5            124,680       124,680      124,680
                P-6            150,564       150,564      150,564

      None  of  the  officers  or  directors  of  the  General  Partner  receive
compensation  directly from the  Partnerships.  The  Partnerships  reimburse the
General  Partner  or its  affiliates  for that  portion  of such  officers'  and
directors'   salaries  and  expenses   attributable  to  time  devoted  by  such
individuals  to the  Partnerships'  activities  based on the  allocation  method
described above. The following tables indicate the approximate amount of general
and  administrative  expense  reimbursement  attributable to the salaries of the
directors,  officers,  and employees of the General  Partner and its  affiliates
during 2005, 2004, and 2003:




                                      -60-
<PAGE>

<TABLE>
<CAPTION>



                                                  Salary Reimbursements

                                                     P-1 Partnership
                                                     ---------------
                                           Three Years Ended December 31, 2005

                                                                           Long Term Compensation
                                                                    ----------------------------------
                                       Annual Compensation                    Awards           Payouts
                                 -----------------------------      -----------------------    -------
                                                                                    Securi-
                                                         Other                       ties                     All
     Name                                                Annual     Restricted      Under-                   Other
      and                                               Compen-       Stock         lying        LTIP       Compen-
   Principal                     Salary      Bonus      sation       Award(s)      Options/     Payouts     sation
   Position               Year     ($)        ($)         ($)          ($)          SARs(#)       ($)         ($)
---------------           ----   -------    -------     -------     ----------     --------     -------     -------
<S>                       <C>    <C>           <C>         <C>          <C>           <C>          <C>         <C>
Dennis R. Neill,
President(1)(2)           2003      -          -           -            -             -            -           -
                          2004      -          -           -            -             -            -           -
                          2005      -          -           -            -             -            -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)             2003   $61,746       -           -            -             -            -           -
                          2004   $66,157       -           -            -             -            -           -
                          2005   $67,887       -           -            -             -            -           -

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



                                      -61-
<PAGE>

<TABLE>
<CAPTION>




                                                  Salary Reimbursements

                                                     P-3 Partnership
                                                     ---------------
                                            Three Years Ended December 31, 2005

                                                                           Long Term Compensation
                                                                       ---------------------------------
                                         Annual Compensation                      Awards                    Payouts
                                   -------------------------------     ----------------------------------   -------
                                                                                      Securi-
                                                            Other                      ties                   All
     Name                                                   Annual     Restricted     Under-                 Other
      and                                                  Compen-       Stock        lying        LTIP     Compen-
   Principal                        Salary      Bonus      sation       Award(s)     Options/     Payouts   sation
   Position               Year        ($)        ($)         ($)          ($)         SARs(#)       ($)       ($)
---------------           ----     --------    -------     -------     ----------    --------     -------   -------
<S>                       <C>      <C>            <C>         <C>          <C>          <C>          <C>       <C>
Dennis R. Neill,
President(1)(2)           2003         -          -           -            -            -            -         -
                          2004         -          -           -            -            -            -         -
                          2005         -          -           -            -            -            -         -

All Executive
Officers,
Directors,
and Employees
as a group(2)             2003     $ 96,917       -           -            -            -            -         -
                          2004     $103,842       -           -            -            -            -         -
                          2005     $106,557       -           -            -            -            -         -
---------
(1)   The general and  administrative  expenses  paid by the P-3 Partnership and
      attributable to salary  reimbursements do not include any salary or  other
      compensation attributable to Mr. Neill.
(2)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the P-3  Partnership  and no  individual's  salary  or  other
      compensation  reimbursement  from the P-3  Partnership  equals or  exceeds
      $100,000 per annum.
</TABLE>



                                      -62-
<PAGE>



<TABLE>
<CAPTION>


                                                  Salary Reimbursements

                                                     P-4 Partnership
                                                     ---------------
                                            Three Years Ended December 31, 2005

                                                                            Long Term Compensation
                                                                     -----------------------------------
                                        Annual Compensation                  Awards              Payouts
                                   -----------------------------     -----------------------     -------
                                                                                     Securi-
                                                          Other                       ties                    All
     Name                                                 Annual     Restricted      Under-                  Other
      and                                                Compen-       Stock         lying         LTIP     Compen-
   Principal                       Salary      Bonus     sation       Award(s)      Options/      Payouts   sation
   Position               Year       ($)        ($)        ($)          ($)          SARs(#)        ($)       ($)
---------------           ----     -------    -------    -------     ----------     --------      -------   -------
<S>                       <C>      <C>           <C>        <C>          <C>           <C>           <C>       <C>
Dennis R. Neill,
President(1)(2)           2003        -          -          -            -             -             -         -
                          2004        -          -          -            -             -             -         -
                          2005        -          -          -            -             -             -         -

All Executive
Officers,
Directors,
and Employees
as a group(2)             2003     $72,167       -          -            -             -             -         -
                          2004     $77,323       -          -            -             -             -         -
                          2005     $79,345       -          -            -             -             -         -
----------
(1)   The general and  administrative  expenses paid  by the P-4 Partnership and
      attributable  to salary  reimbursements do not include any salary or other
      compensation attributable to Mr. Neill.
(2)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the P-4  Partnership  and no  individual's  salary  or  other
      compensation  reimbursement  from the P-4  Partnership  equals or  exceeds
      $100,000 per annum.

</TABLE>



                                      -63-
<PAGE>
<TABLE>
<CAPTION>



                                                  Salary Reimbursements

                                                     P-5 Partnership
                                                     ---------------
                                           Three Years Ended December 31, 2005

                                                                            Long Term Compensation
                                                                     ------------------------------------
                                         Annual Compensation                     Awards           Payouts
                                   -----------------------------     -----------------------      -------
                                                                                     Securi-
                                                          Other                       ties                    All
     Name                                                 Annual     Restricted      Under-                  Other
      and                                                Compen-       Stock         lying         LTIP     Compen-
   Principal                       Salary       Bonus    sation       Award(s)      Options/      Payouts   sation
   Position               Year       ($)         ($)       ($)          ($)          SARs(#)        ($)       ($)
---------------           ----     -------     -------   -------     ----------     --------      -------   -------
<S>                       <C>      <C>            <C>       <C>          <C>           <C>           <C>       <C>
Dennis R. Neill,
President(1)(2)           2003        -           -         -            -             -             -         -
                          2004        -           -         -            -             -             -         -
                          2005        -           -         -            -             -             -         -

All Executive
Officers,
Directors,
and Employees
as a group(2)             2003     $67,673        -         -            -             -             -         -
                          2004     $72,508        -         -            -             -             -         -
                          2005     $74,404        -         -            -             -             -         -
----------
(1)   The general and  administrative  expenses paid  by the P-5 Partnership and
      attributable to salary  reimbursements  do not include any salary or other
      compensation attributable to Mr. Neill.
(2)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the P-5  Partnership  and no  individual's  salary  or  other
      compensation  reimbursement  from the P-5  Partnership  equals or  exceeds
      $100,000 per annum.
</TABLE>



                                      -64-
<PAGE>

<TABLE>
<CAPTION>


                                                 Salary Reimbursements

                                                     P-6 Partnership
                                                     ---------------
                                           Three Years Ended December 31, 2005

                                                                             Long Term Compensation
                                                                       ----------------------------------
                                         Annual Compensation                   Awards             Payouts
                                   -------------------------------     ----------------------     -------
                                                                                      Securi-
                                                            Other                      ties                   All
     Name                                                   Annual     Restricted     Under-                 Other
      and                                                  Compen-       Stock        lying       LTIP      Compen-
   Principal                       Salary       Bonus      sation       Award(s)     Options/    Payouts    sation
   Position               Year       ($)         ($)         ($)          ($)         SARs(#)      ($)        ($)
---------------           ----     -------     -------     -------     ----------    --------    -------    -------
<S>                       <C>      <C>            <C>         <C>          <C>          <C>         <C>        <C>
Dennis R. Neill,
President(1)(2)           2003        -           -           -            -            -           -          -
                          2004        -           -           -            -            -           -          -
                          2005        -           -           -            -            -           -          -

All Executive
Officers,
Directors,
and Employees
as a group(2)             2003     $81,722        -           -            -            -           -          -
                          2004     $87,560        -           -            -            -           -          -
                          2005     $89,851        -           -            -            -           -          -
----------
(1)   The general and  administrative  expenses  paid by the P-6 Partnership and
      attributable  to salary  reimbursements do not include any salary or other
      compensation attributable to Mr. Neill.
(2)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the P-6  Partnership  and no  individual's  salary  or  other
      compensation  reimbursement  from the P-6  Partnership  equals or  exceeds
      $100,000 per annum.
</TABLE>




                                      -65-
<PAGE>




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

      Samson  maintains  necessary  inventories of new and used field equipment.
Samson  may  have  provided  some of this  equipment  for  wells  in  which  the
Partnerships have a Net Profits Interest.  This equipment was provided at prices
or rates equal to or less than those normally  charged in the same or comparable
geographic area by unaffiliated persons or companies dealing at arm's length.


ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table provides information as to the beneficial ownership of
the Units as of the date of filing  this  Annual  Report by (i) each  beneficial
owner of more than five percent of the issued and  outstanding  Units,  (ii) the
director and officers of the General Partner,  and (iii) the General Partner and
its affiliates.  The address of the General Partner,  its officers and director,
and Samson  Resources  Company is Samson Plaza,  Two West Second Street,  Tulsa,
Oklahoma 74103.

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

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

   Samson Resources Company                              32,153 (29.8%)

   All affiliates, directors, and officers of
      the General Partner as a group and the
      General Partner (4 persons)                        32,153 (29.8%)





                                      -66-
<PAGE>



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

   Samson Resources Company                              71,226 (42.0%)

   All affiliates, directors, and officers
      of the General Partner as a group and
      the General Partner (4 persons)                    71,226 (42.0%)


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

   Samson Resources Company                              35,021 (27.7%)

   All affiliates, directors, and officers
      of the General Partner as a group and
      the General Partner (4 persons)                    35,021 (27.7%)


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

   Samson Resources Company                              31,195 (26.3%)

   All affiliates, directors, and officers
      of the General Partner as a group and
      the General Partner (4 persons)                    31,195 (26.3%)


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

   Samson Resources Company                              21,881 (15.3%)

   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)                    21,881 (15.3%)


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



                                      -67-
<PAGE>



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

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

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

      Affiliates  of  the  Partnerships  operate  certain  wells  in  which  the
Partnerships  have a net profits  interest and are compensated for such services
at rates comparable to charges of unaffiliated third parties for services in the
same  geographic  area.  These  costs are  charged to the owners of the  working
interest  of such wells and are  considered  when  calculating  the Net  Profits
payable  to the  Partnerships.  These  costs  are thus  indirectly  borne by the
Partnership.

      Affiliates of the Partnerships are solely responsible for the negotiation,
administration,  and  enforcement of oil and gas sales  agreements  covering the
leasehold  interests  in which  the  Partnerships  hold Net  Profits  Interests.
Because affiliates of the Partnerships who provide services to the owners of the
Working  Interests  have  fiduciary or other duties to other  members of Samson,
contract  amendments and negotiating  positions taken by them in their effort to
enforce  contracts with purchasers may not  necessarily  represent the positions
that the owners of such Working  Interests would take if they were to administer
their own contracts  without  involvement  with other members of Samson.  On the
other hand,  management  believes that the negotiating  strength and contractual
positions of the owners of such Working  Interests  have been enhanced by virtue
of their affiliation with Samson.






                                      -68-
<PAGE>




ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

      Audit Fees

      During 2005 and 2004, each Partnership paid the following audit fees:

                                                 2005        2004
                                                -------     -------

      Year-end audit per engagement letter      $23,716     $21,560
      1st quarter 10-Q review                       925         825
      2nd quarter 10-Q review                       917         825
      3rd quarter 10-Q review                       917         825


      Audit-Related Fees

      During 2005 and 2004 the Partnerships did not pay any  audit-related  fees
of the type required by the SEC to be disclosed in this Annual Report under this
heading.


      Tax Fees

      During 2005 and 2004 the Partnerships did not pay any tax compliance,  tax
advice,  or tax planning fees of the type required by the SEC to be disclosed in
this Annual Report under this heading.


      All Other Fees

      During  2005 and 2004 the  Partnerships  did not pay any other fees of the
type  required  by the SEC to be  disclosed  in this  Annual  Report  under this
heading.


      Audit Approval

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


      Audit and Related Fees Paid by Affiliates

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



                                      -69-
<PAGE>



impairs the auditors' independence.



                                    PART IV.

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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

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

            Geodyne Institutional/Pension Energy Income P-1 Limited Partnership
            and Geodyne NPI Partnership P-1
            Geodyne Institutional/Pension Energy Income Limited Partnership P-3
            and  Geodyne NPI  Partnership  P-3
            Geodyne Institutional/Pension Energy Income Limited Partnership P-4
            and Geodyne NPI Partnership P-4
            Geodyne Institutional/Pension Energy Income Limited Partnership P-5
            and Geodyne NPI Partnership P-5
            Geodyne Institutional/Pension Energy Income Limited Partnership P-6
            and Geodyne NPI Partnership P-6

            as of December  31, 2005 and 2004 and for each of the three years in
            the period ended December 31, 2005 are filed as part of this report:

            Report of Independent Registered Public Accounting Firm
            Combined Balance Sheets
            Combined Statements of Operations
            Combined Statements of Changes in
                  Partners' Capital (Deficit)
            Combined Statements of Cash Flows
            Notes to Combined Financial Statements

        (2) Financial Statement Schedules:

            None.

        (3) Exhibits:

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

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




                                      -70-
<PAGE>



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

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

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

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

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

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

*4.8     Fifth   Amendment  to  Amended  and   Restated   Agreement  of  Limited
         Partnership  for the Geodyne  Institutional/  Pension Energy Income P-1
         Limited Partnership dated October 27, 2005.




                                      -71-
<PAGE>



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

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

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

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

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

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

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




                                      -72-
<PAGE>



*4.16    Fifth   Amendment  to  Amended  and   Restated   Agreement  of  Limited
         Partnership  for  the  Geodyne  Institutional/  Pension  Energy  Income
         Limited Partnership P-3 dated October 27, 2005.

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

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

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

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

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

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

 4.23    Fourth  Amendment   to   Amended  and   Restated  Agreement  of Limited
         Partnership dated July 1, 1996, for the Geodyne



                                      -73-
<PAGE>



         Institutional/Pension  Energy Income Limited  Partnership  P-4 filed as
         Exhibit 4.28 to  Registrant's  Annual  Report on Form 10-K for the year
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

*4.24    Fifth   Amendment  to  Amended  and   Restated   Agreement  of  Limited
         Partnership  for  the  Geodyne  Institutional/  Pension  Energy  Income
         Limited Partnership P-4 dated October 27, 2005.

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

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

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

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

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

 4.30    Third   Amendment  to  Amended  and   Restated   Agreement  of  Limited
         Partnership    dated    August    31,    1995,    for    the    Geodyne
         Institutional/Pension  Energy Income Limited  Partnership  P-5 filed as
         Exhibit 4.34 to Registrant's Annual Report on



                                      -74-
<PAGE>



         Form 10-K for the year ended  December 31, 2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

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

*4.32    Fifth   Amendment  to  Amended  and   Restated   Agreement  of  Limited
         Partnership  for  the  Geodyne  Institutional/  Pension  Energy  Income
         Limited Partnership P-5 dated October 27, 2005.

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

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

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

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

 4.37    Second   Amendment  to  Amended  and  Restated   Agreement  of  Limited
         Partnership dated August 4, 1993, for the Geodyne Institutional/Pension
         Energy  Income  Limited  Partnership  P-6  filed  as  Exhibit  4.40  to
         Registrant's Annual Report on Form 10-K for the year ended December 31,
         2001, filed with



                                      -75-
<PAGE>



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

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

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

*4.40    Fifth   Amendment  to  Amended  and   Restated   Agreement  of  Limited
         Partnership  for  the  Geodyne  Institutional/  Pension  Energy  Income
         Limited Partnership P-6 dated October 27, 2005.

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

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

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

*10.4    Third  Amendment  to  Amended and Restated Agreement of Partnership for
         the Geodyne NPI Partnership P-1 dated October 27, 2005.

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



                                      -76-
<PAGE>



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

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

*10.8    Third  Amendment to  Agreement  of  Partnership  for  the  Geodyne  NPI
         Partnership P-3 dated October 27, 2005.

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

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

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

*10.12   Third Amendment  to  Agreement  of  Partnership  for  the  Geodyne  NPI
         Partnership P-4 dated October 27, 2005.

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

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

 10.15   Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne NPI Partnership P-5 filed as Exhibit



                                      -77-
<PAGE>



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

*10.16   Third Amendment  to  Agreement  of  Partnership  for  the  Geodyne  NPI
         Partnership P-5 dated October 27, 2005.

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

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

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

*10.20   Third  Amendment to  Agreement  of  Partnership  for  the  Geodyne  NPI
         Partnership P-6 dated October 27, 2005.

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

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

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

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

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

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



                                      -78-
<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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

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



                                      -79-
<PAGE>



         Income Limited Partnership P-5.

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



      All other Exhibits are omitted as inapplicable.

----------

*Filed herewith.




                                      -80-
<PAGE>




                                   SIGNATURES

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

                              GEODYNE  INSTITUTIONAL/PENSION  ENERGY  INCOME P-1
                              LIMITED PARTNERSHIP
                              GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
                              LIMITED PARTNERSHIP P-3
                              GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
                              LIMITED PARTNERSHIP P-4
                              GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
                              LIMITED PARTNERSHIP P-5
                              GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
                              LIMITED PARTNERSHIP P-6

                              By:   GEODYNE RESOURCES, INC.
                                    General Partner
                                    March 29, 2006


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

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

By:   //s//Dennis R. Neill      President and            March 29, 2006
      --------------------      Director (Principal
          Dennis R. Neill       Executive Officer)

      //s//Craig D. Loseke      Chief Accounting         March 29, 2006
      --------------------      Officer (Principal
          Craig D. Loseke       Accounting and
                                Financial Officer)

      //S//Judy K. Fox          Secretary                March 29, 2006
      --------------------
          Judy K. Fox





                                      -81-
<PAGE>


ITEM 8:     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE PARTNERS

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

      In our opinion,  the accompanying  combined balance sheets and the related
combined  statements of operations,  changes in partners'  capital (deficit) and
cash flows present  fairly,  in all material  respects,  the combined  financial
position  of  the  Geodyne   Institutional/Pension  Energy  Income  P-1  Limited
Partnership,  a Texas limited  partnership,  and Geodyne NPI Partnership P-1, an
Oklahoma  general  partnership,  at December 31, 2005 and 2004, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2005, in conformity  with  accounting  principles
generally accepted in the United States of America.  These financial  statements
are the responsibility of the Partnerships' management. Our responsibility is to
express  an  opinion  on these  financial  statements  based on our  audits.  We
conducted  our  audits of these  financial  statements  in  accordance  with the
standards of the Public  Company  Accounting  Oversight  Board (United  States).
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

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




                                    PricewaterhouseCoopers LLP








Tulsa, Oklahoma
March 29, 2006




                                      F-1
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
                           GEODYNE NPI PARTNERSHIP P-1
                             Combined Balance Sheets
                           December 31, 2005 and 2004


                                     ASSETS
                                     ------

                                                       2005            2004
                                                   ------------    ------------

CURRENT ASSETS:
   Cash and cash equivalents                        $  595,286      $  448,368
   Accounts receivable:
      Net Profits                                      320,323          77,602
                                                     ---------       ---------

         Total current assets                       $  915,609      $  525,970

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                       690,032         693,128
                                                     ---------       ---------

                                                    $1,605,641      $1,219,098
                                                     =========       =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                                 ($   29,401)    ($   64,846)
   Limited Partners, issued and
     outstanding, 108,074 Units                      1,635,042       1,283,944
                                                     ---------       ---------

         Total Partners' capital                    $1,605,641      $1,219,098
                                                     =========       =========












              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, 2005, 2004, and 2003

                                      2005            2004             2003
                                   ----------      ----------       ----------
REVENUES:
   Net Profits                     $2,108,629      $1,480,785       $1,370,158
   Interest income                      8,941           2,902            2,110
   Gain on sale of
      Net Profits Interests               349          17,563           43,930
   Other income                          -              3,474             -
                                    ---------       ---------        ---------
                                   $2,117,919      $1,504,724       $1,416,198

COSTS AND EXPENSES:
   Depletion of
      Net Profits Interests        $   79,493      $   67,699       $   79,938
   General and administrative         148,028         142,133          143,103
                                    ---------       ---------        ---------
                                   $  227,521      $  209,832       $  223,041
                                    ---------       ---------        ---------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE            $1,890,398      $1,294,892       $1,193,157

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

NET INCOME                         $1,890,398      $1,294,892       $1,196,889
                                    =========       =========        =========
GENERAL PARTNER -
   NET INCOME                      $  195,300      $  133,520       $  126,336
                                    =========       =========        =========
LIMITED PARTNERS -
   NET INCOME                      $1,695,098      $1,161,372       $1,070,553
                                    =========       =========        =========
NET INCOME
   per Unit                        $    15.68      $    10.75       $     9.91
                                    =========       =========        =========
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, 2005, 2004, and 2003


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

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

Balance, Dec. 31, 2003        $1,330,572         ($ 58,713)       $1,271,859
   Net income                  1,161,372           133,520         1,294,892
   Cash distributions        ( 1,208,000)        ( 139,653)      ( 1,347,653)
                               ---------           -------         ---------

Balance, Dec. 31, 2004        $1,283,944         ($ 64,846)       $1,219,098
   Net income                  1,695,098           195,300         1,890,398
   Cash distributions        ( 1,344,000)        ( 159,855)      ( 1,503,855)
                               ---------           -------         ---------

Balance, Dec. 31, 2005        $1,635,042         ($ 29,401)       $1,605,641
                               =========           =======         =========





















              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, 2005, 2004, and 2003

                                          2005           2004           2003
                                      ------------   ------------   ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                          $1,890,398     $1,294,892     $1,196,889
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Cumulative effect of change
         in accounting for asset
         retirement obligations
         (Note 1)                           -               -       (     3,732)
      Depletion of Net
         Profits Interests                 79,493         67,699         79,938
      Gain on sale of
         Net Profits Interests        (       349)   (    17,563)   (    43,930)
      Settlement of asset
         retirement obligation        (       496)          -               -
      Net change in accounts
         receivable / accounts
         payable - Net Profits        (   299,785)        54,004    (     1,201)
                                        ---------      ---------     ----------

   Net cash provided by
      operating activities             $1,669,261     $1,399,032     $1,227,964
                                        ---------      ---------     ----------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures               ($   18,488)   ($   19,298)   ($   26,919)
   Proceeds from sale of
      Net Profits Interests                  -            16,707         45,230
                                        ---------      ---------     ----------

   Net cash provided (used) by
      investing activities            ($   18,488)   ($    2,591)    $   18,311
                                        ---------      ---------      ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                 ($1,503,855)   ($1,347,653)   ($1,155,922)
                                        ---------      ---------     ----------
   Net cash used by financing
      activities                      ($1,503,855)   ($1,347,653)   ($1,155,922)
                                        ---------      ---------     ----------



                                      F-5
<PAGE>




NET INCREASE IN CASH
   AND CASH EQUIVALENTS                $  146,918     $   48,788     $   90,353

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                 448,368        399,580        309,227
                                        ---------      ---------      ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                     $  595,286     $  448,368     $  399,580
                                        =========      =========      =========









































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



                                      F-6
<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE PARTNERS

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

      In our opinion,  the accompanying  combined balance sheets and the related
combined  statements of operations,  changes in partners'  capital (deficit) and
cash flows present  fairly,  in all material  respects,  the combined  financial
position of the Geodyne  Institutional/Pension Energy Income Limited Partnership
P-3, an Oklahoma  limited  partnership,  and  Geodyne  NPI  Partnership  P-3, an
Oklahoma  general  partnership,  at December 31, 2005 and 2004, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2005, in conformity  with  accounting  principles
generally accepted in the United States of America.  These financial  statements
are the responsibility of the Partnerships' management. Our responsibility is to
express  an  opinion  on these  financial  statements  based on our  audits.  We
conducted  our  audits of these  financial  statements  in  accordance  with the
standards of the Public  Company  Accounting  Oversight  Board (United  States).
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

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




                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
March 29, 2006




                                      F-7
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
                           GEODYNE NPI PARTNERSHIP P-3
                             Combined Balance Sheets
                           December 31, 2005 and 2004


                                     ASSETS
                                     ------

                                                     2005              2004
                                                 ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                      $  885,655        $  633,196
   Accounts receivable:
      Net Profits                                    460,877           130,416
                                                   ---------         ---------

         Total current assets                     $1,346,532        $  763,612

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                   1,058,322         1,071,849
                                                   ---------         ---------

                                                  $2,404,854        $1,835,461
                                                   =========         =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                               ($    4,259)      ($   53,429)
   Limited Partners, issued and
     outstanding, 169,637 Units                    2,409,113         1,888,890
                                                   ---------         ---------

         Total Partners' capital                  $2,404,854        $1,835,461
                                                   =========         =========











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



                                      F-8
<PAGE>




       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
                           GEODYNE NPI PARTNERSHIP P-3
                        Combined Statements of Operations
              For the Years Ended December 31, 2005, 2004, and 2003

                                      2005           2004             2003
                                   ----------     ----------       ----------
REVENUES:
   Net Profits                     $3,059,312     $2,186,949       $1,993,107
   Interest income                     13,401          4,406            3,060
   Gain on sale of
      Net Profits Interests               440         22,514           55,610
   Other income                          -             4,376             -
                                    ---------      ---------        ---------

                                   $3,073,153     $2,218,245       $2,051,777

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests            $  118,326     $  204,906       $  121,245
   General and administrative         215,347        209,719          211,602
                                    ---------      ---------        ---------
                                   $  333,673     $  414,625       $  332,847
                                    ---------      ---------        ---------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE            $2,739,480     $1,803,620       $1,718,930

   Cumulative effect of change
      in accounting for asset
      retirement obligations
      (Note 1)                           -              -               4,070
                                    ---------      ---------        ---------
NET INCOME                         $2,739,480     $1,803,620       $1,723,000
                                    =========      =========        =========
GENERAL PARTNER -
   NET INCOME                      $  283,257     $  196,130       $  182,540
                                    =========      =========        =========
LIMITED PARTNERS -
   NET INCOME                      $2,456,223     $1,607,490       $1,540,460
                                    =========      =========        =========
NET INCOME
   per Unit                        $    14.48     $     9.48       $     9.08
                                    =========      =========        =========
UNITS OUTSTANDING                     169,637        169,637          169,637
                                    =========      =========        =========





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



                                      F-9
<PAGE>






       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
                           GEODYNE NPI PARTNERSHIP P-3
          Combined Statements of Changes in Partners' Capital (Deficit)
              For the Years Ended December 31, 2005, 2004, and 2003


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

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

Balance, Dec. 31, 2003         $2,018,400         ($ 47,020)       $1,971,380
   Net income                   1,607,490           196,130         1,803,620
   Cash distributions         ( 1,737,000)        ( 202,539)      ( 1,939,539)
                                ---------           -------         ---------

Balance, Dec. 31, 2004         $1,888,890         ($ 53,429)       $1,835,461
   Net income                   2,456,223           283,257         2,739,480
   Cash distributions         ( 1,936,000)        ( 234,087)      ( 2,170,087)
                                ---------           -------         ---------

Balance, Dec. 31, 2005         $2,409,113         ($  4,259)       $2,404,854
                                =========           =======         =========






















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



                                      F-10
<PAGE>




       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
                           GEODYNE NPI PARTNERSHIP P-3
                        Combined Statements of Cash Flows
              For the Years Ended December 31, 2005, 2004, and 2003

                                         2005            2004           2003
                                     ------------    ------------   ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                         $2,739,480      $1,803,620     $1,723,000
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Cumulative effect of change
         in accounting for asset
         retirement obligations
         (Note 1)                           -               -       (     4,070)
      Depletion of Net
         Profits Interests               118,326         204,906        121,245
      Gain on sale of
         Net Profits Interests       (       440)    (    22,514)   (    55,610)
      Settlement of asset
         retirement obligation       (       622)           -              -
      Net change in accounts
         receivable / accounts
         payable - Net Profits       (   406,835)         52,782    (     9,446)
                                       ---------       ---------      ---------

   Net cash provided by
      operating activities            $2,449,909      $2,038,794     $1,775,119
                                       ---------       ---------      ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures              ($   27,363)    ($   68,952)   ($   43,489)
   Proceeds from sale of
      Net Profits Interests                 -             21,366         57,301
                                       ---------       ---------      ---------

   Net cash provided (used)
      by investing activities        ($   27,363)    ($   47,586)    $   13,812
                                       ---------       ---------      ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                ($2,170,087)    ($1,939,539)   ($1,640,966)
                                       ---------       ---------      ---------

   Net cash used by financing
      activities                     ($2,170,087)    ($1,939,539)   ($1,640,966)
                                       ---------       ---------      ---------




                                      F-11
<PAGE>



NET INCREASE IN CASH
   AND CASH EQUIVALENTS               $  252,459      $   51,669     $  147,965

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                633,196         581,527        433,562
                                       ---------       ---------      ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                    $  885,655      $  633,196     $  581,527
                                       =========       =========      =========







































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



                                      F-12
<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE PARTNERS

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

      In our opinion,  the accompanying  combined balance sheets and the related
combined  statements of operations,  changes in partners'  capital (deficit) and
cash flows present  fairly,  in all material  respects,  the combined  financial
position of the Geodyne  Institutional/Pension Energy Income Limited Partnership
P-4, an Oklahoma  limited  partnership,  and  Geodyne  NPI  Partnership  P-4, an
Oklahoma  general  partnership,  at December 31, 2005 and 2004, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2005, in conformity  with  accounting  principles
generally accepted in the United States of America.  These financial  statements
are the responsibility of the Partnerships' management. Our responsibility is to
express  an  opinion  on these  financial  statements  based on our  audits.  We
conducted  our  audits of these  financial  statements  in  accordance  with the
standards of the Public  Company  Accounting  Oversight  Board (United  States).
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

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




                                    PricewaterhouseCoopers LLP








Tulsa, Oklahoma
March 29, 2006



                                      F-13
<PAGE>



      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
                           GEODYNE NPI PARTNERSHIP P-4
                             Combined Balance Sheets
                           December 31, 2005 and 2004


                                     ASSETS
                                     ------
                                                    2005              2004
                                                ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                     $  599,645        $  510,213
   Accounts receivable:
      Net Profits                                   304,105           281,672
                                                  ---------         ---------

         Total current assets                    $  903,750        $  791,885

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                    401,259           394,957
                                                  ---------         ---------

                                                 $1,305,009        $1,186,842
                                                  =========         =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                              ($   43,366)      ($   57,646)
   Limited Partners, issued and
     outstanding, 126,306 Units                   1,348,375         1,244,488
                                                  ---------         ---------

         Total Partners' capital                 $1,305,009        $1,186,842
                                                  =========         =========












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




                                      F-14
<PAGE>



      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
                           GEODYNE NPI PARTNERSHIP P-4
                        Combined Statements of Operations
              For the Years Ended December 31, 2005, 2004, and 2003

                                      2005           2004            2003
                                   ----------     ----------     ------------
REVENUES:
   Net Profits                     $1,827,833     $1,667,188      $1,573,059
   Interest income                      9,403          3,147           2,788
   Gain on sale of
      Net Profits Interests              -               962            -
                                    ---------      ---------       ---------
                                   $1,837,236     $1,671,297      $1,575,847

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests            $   83,298     $   78,779      $   92,194
   General and administrative         167,890        161,110         160,974
                                    ---------      ---------       ---------
                                   $  251,188     $  239,889      $  253,168
                                    ---------      ---------       ---------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE            $1,586,048     $1,431,408      $1,322,679

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

NET INCOME                         $1,586,048     $1,431,408      $1,322,240
                                    =========      =========       =========
GENERAL PARTNER -
   NET INCOME                      $  165,161     $  149,916      $  140,282
                                    =========      =========       =========
LIMITED PARTNERS -
   NET INCOME                      $1,420,887     $1,281,492      $1,181,958
                                    =========      =========       =========
NET INCOME
   per Unit                        $    11.25     $    10.15      $     9.36
                                    =========      =========       =========
UNITS OUTSTANDING                     126,306        126,306         126,306
                                    =========      =========       =========





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





                                      F-15
<PAGE>



      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
                           GEODYNE NPI PARTNERSHIP P-4
          Combined Statements of Changes in Partners' Capital (Deficit)
              For the Years Ended December 31, 2005, 2004, and 2003


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

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

Balance, Dec. 31, 2003      $1,142,996         ($ 66,233)       $1,076,763
   Net income                1,281,492           149,916         1,431,408
   Cash distributions      ( 1,180,000)        ( 141,329)      ( 1,321,329)
                             ---------           -------         ---------

Balance, Dec. 31, 2004      $1,244,488         ($ 57,646)       $1,186,842
   Net income                1,420,887           165,161         1,586,048
   Cash distributions      ( 1,317,000)        ( 150,881)      ( 1,467,881)
                             ---------           -------         ---------

Balance, Dec. 31, 2005      $1,348,375         ($ 43,366)       $1,305,009
                             =========           =======         =========






















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




                                      F-16
<PAGE>



      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
                           GEODYNE NPI PARTNERSHIP P-4
                        Combined Statements of Cash Flows
              For the Years Ended December 31, 2005, 2004, and 2003

                                        2005            2004           2003
                                    ------------    ------------   ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                        $1,586,048      $1,431,408     $1,322,240
   Adjustments to reconcile
      net income to net cash
      provided by operating
      activities:
      Cumulative effect of change
         in accounting for asset
         retirement obligations
         (Note 1)                          -               -               439
      Depletion of Net
        Profits Interests                83,298          78,779         92,194
      Gain on sale of Net
         Profits Interests                 -        (       962)          -
      Settlement of asset
         retirement obligation             -        (        77)          -
      Decrease in accounts
         receivable - related
         party                             -               -                 5
      Net changes in accounts
         receivable / accounts
         payable - Net Profits      (   103,529)    (    46,036)        79,535
                                      ---------       ---------      ---------

   Net cash provided by
     operating activities            $1,565,817      $1,463,112     $1,494,413
                                      ---------       ---------      ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($    8,504)    ($   31,868)   ($   24,938)
   Proceeds from sale of
      Net Profits Interests                -                434            938
                                      ---------       ---------      ---------

   Net cash used by
      investing activities          ($    8,504)    ($   31,434)   ($   24,000)
                                      ---------       ---------      ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($1,467,881)    ($1,321,329)   ($1,421,728)
                                      ---------       ---------      ---------
   Net cash used by financing
      activities                    ($1,467,881)    ($1,321,329)   ($1,421,728)
                                      ---------       ---------      ---------



                                      F-17
<PAGE>




NET INCREASE IN CASH AND
   CASH EQUIVALENTS                  $   89,432      $  110,349     $   48,685

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD               510,213         399,864        351,179
                                      ---------       ---------      ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                   $  599,645      $  510,213     $  399,864
                                      =========       =========      =========











































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



                                      F-18
<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE PARTNERS

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

      In our opinion,  the accompanying  combined balance sheets and the related
combined  statements of operations,  changes in partners'  capital (deficit) and
cash flows present  fairly,  in all material  respects,  the combined  financial
position of the Geodyne  Institutional/Pension Energy Income Limited Partnership
P-5, an Oklahoma  limited  partnership,  and  Geodyne  NPI  Partnership  P-5, an
Oklahoma  general  partnership,  at December 31, 2005 and 2004, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2005, in conformity  with  accounting  principles
generally accepted in the United States of America.  These financial  statements
are the responsibility of the Partnerships' management. Our responsibility is to
express  an  opinion  on these  financial  statements  based on our  audits.  We
conducted  our  audits of these  financial  statements  in  accordance  with the
standards of the Public  Company  Accounting  Oversight  Board (United  States).
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

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




                                    PricewaterhouseCoopers LLP







Tulsa, Oklahoma
March 29, 2006




                                      F-19
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
                           GEODYNE NPI PARTNERSHIP P-5
                             Combined Balance Sheets
                           December 31, 2005 and 2004

                                     ASSETS
                                     ------
                                                     2005              2004
                                                 ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                      $  479,513        $  393,840
   Accounts receivable:
      Net Profits                                     76,668            37,416
                                                   ---------         ---------

         Total current assets                     $  556,181        $  431,256

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                     639,293           600,879
                                                   ---------         ---------

                                                  $1,195,474        $1,032,135
                                                   =========         =========


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


PARTNERS' CAPITAL (DEFICIT):
   General Partner                               ($   33,844)      ($   48,512)
   Limited Partners, issued and
     outstanding, 118,449 Units                    1,229,318         1,080,647
                                                   ---------         ---------

         Total Partners' capital                  $1,195,474        $1,032,135
                                                   =========         =========












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




                                      F-20
<PAGE>




       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
                           GEODYNE NPI PARTNERSHIP P-5
                        Combined Statements of Operations
              For the Years Ended December 31, 2005, 2004, and 2003

                                        2005           2004            2003
                                     ----------    ------------     ----------
REVENUES:
   Net Profits                       $1,591,572     $1,246,990      $1,280,650
   Interest income                        8,691          2,632           2,365
   Loss on sale of Net
      Profits Interests                    -       (       749)           -
   Other income                           2,136           -               -
                                      ---------      ---------       ---------
                                     $1,602,399     $1,248,873      $1,283,015

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests              $  107,072     $   94,961      $   79,637
   General and administrative           159,284        152,465         152,225
                                      ---------      ---------       ---------
                                     $  266,356     $  247,426      $  231,862
                                      ---------      ---------       ---------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE              $1,336,043     $1,001,447      $1,051,153

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

NET INCOME                           $1,336,043     $1,001,447      $1,053,938
                                      =========      =========       =========
GENERAL PARTNER -
   NET INCOME                        $  142,372     $  108,428      $   78,297
                                      =========      =========       =========
LIMITED PARTNERS -
   NET INCOME                        $1,193,671     $  893,019      $  975,641
                                      =========      =========       =========
NET INCOME
   per Unit                          $    10.08     $     7.54      $     8.24
                                      =========      =========       =========
UNITS OUTSTANDING                       118,449        118,449         118,449
                                      =========      =========       =========



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





                                      F-21
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
                           GEODYNE NPI PARTNERSHIP P-5
          Combined Statements of Changes in Partners' Capital (Deficit)
              For the Years Ended December 31, 2005, 2004, and 2003


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

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

Balance, Dec. 31, 2003       $1,009,628         ($ 59,667)       $  949,961
   Net income                   893,019           108,428         1,001,447
   Cash distributions       (   822,000)        (  97,273)      (   919,273)
                              ---------           -------         ---------

Balance, Dec. 31, 2004       $1,080,647         ($ 48,512)       $1,032,135
   Net income                 1,193,671           142,372         1,336,043
   Cash distributions       ( 1,045,000)        ( 127,704)      ( 1,172,704)
                              ---------           -------         ---------

Balance, Dec. 31, 2005       $1,229,318         ($ 33,844)       $1,195,474
                              =========           =======         =========























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




                                      F-22
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
                           GEODYNE NPI PARTNERSHIP P-5
                        Combined Statements of Cash Flows
              For the Years Ended December 31, 2005, 2004, and 2003

                                      2005           2004            2003
                                  ------------   ------------    ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                      $1,336,043     $1,001,447      $1,053,938
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Cumulative effect of change
         in accounting for asset
         retirement obligations
         (Note 1)                        -              -        (     2,785)
      Depletion of Net
         Profits Interests            107,072         94,961          79,637
      Loss on sale of Net
         Profits Interests               -               749            -
      Settlement of asset
         retirement obligation           -       (       104)           -
      Net change in accounts
         receivable / accounts
         payable - Net Profits    (   116,235)   (    62,284)    (     3,357)
                                    ---------      ---------       ---------

   Net cash provided by
     operating activities          $1,326,880     $1,034,769      $1,127,433
                                    ---------      ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures           ($   68,503)   ($   59,150)    ($   16,739)
   Proceeds from sale of
      Net Profits Interests              -              -              8,657
                                    ---------      ---------       ---------
   Net cash used by
      investing activities        ($   68,503)   ($   59,150)    ($    8,082)
                                    ---------      ---------       ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions             ($1,172,704)   ($  919,273)    ($1,034,851)
                                    ---------      ---------       ---------
   Net cash used by financing
      activities                  ($1,172,704)   ($  919,273)    ($1,034,851)
                                    ---------      ---------       ---------











                                      F-23
<PAGE>






NET INCREASE IN CASH
   AND CASH EQUIVALENTS            $   85,673     $   56,346      $   84,500

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD             393,840        337,494         252,994
                                    ---------      ---------       ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                 $  479,513     $  393,840      $  337,494
                                    =========      =========       =========










































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



                                      F-24
<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE PARTNERS

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

      In our opinion,  the accompanying  combined balance sheets and the related
combined  statements of operations,  changes in partners'  capital (deficit) and
cash flows present  fairly,  in all material  respects,  the combined  financial
position of the Geodyne  Institutional/Pension Energy Income Limited Partnership
P-6, an Oklahoma  limited  partnership,  and  Geodyne  NPI  Partnership  P-6, an
Oklahoma  general  partnership,  at December 31, 2005 and 2004, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2005, in conformity  with  accounting  principles
generally accepted in the United States of America.  These financial  statements
are the responsibility of the Partnerships' management. Our responsibility is to
express  an  opinion  on these  financial  statements  based on our  audits.  We
conducted  our  audits of these  financial  statements  in  accordance  with the
standards of the Public  Company  Accounting  Oversight  Board (United  States).
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

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




                                    PricewaterhouseCoopers LLP








Tulsa, Oklahoma
March 29, 2006




                                      F-25
<PAGE>



      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6
                           GEODYNE NPI PARTNERSHIP P-6
                             Combined Balance Sheets
                           December 31, 2005 and 2004

                                     ASSETS
                                     ------
                                                  2005              2004
                                              ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  770,659        $  469,272
                                                ---------         ---------

         Total current assets                  $  770,659        $  469,272

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                1,292,562         1,171,095
                                                ---------         ---------

                                               $2,063,221        $1,640,367
                                                =========         =========


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

CURRENT LIABILITIES:
   Accounts payable:
      Net Profits                              $   36,095        $   26,403
                                                ---------         ---------
         Total current liabilities             $   36,095        $   26,403

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($   17,913)      ($   52,148)
   Limited Partners, issued and
     outstanding, 143,041 Units                 2,045,039         1,666,112
                                                ---------         ---------

         Total Partners' capital               $2,027,126        $1,613,964
                                                =========         =========

                                               $2,063,221        $1,640,367
                                                =========         =========





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




                                      F-26
<PAGE>



                 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
                            LIMITED PARTNERSHIP P-6
                          GEODYNE NPI PARTNERSHIP P-6
                       Combined Statements of Operations
             For the Years Ended December 31, 2005, 2004, and 2003

                                   2005             2004              2003
                                ----------      ------------       ----------
REVENUES:
   Net Profits                  $2,610,337       $1,864,246        $2,347,266
   Interest income                  11,284            3,941             3,518
   Loss on sale of Net
      Profits Interests               -         (       256)             -
   Other income                        733             -                 -
                                 ---------        ---------         ---------

                                $2,622,354       $1,867,931        $2,350,784

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests         $  297,704       $  121,279        $  143,634
   General and administrative      186,214          179,519           179,618
                                 ---------        ---------         ---------
                                $  483,918       $  300,798        $  323,252
                                 ---------        ---------         ---------

INCOME BEFORE CUMULATIVE
   EFFECT OF ACCOUNTING
   CHANGE                       $2,138,436       $1,567,133        $2,027,532

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

NET INCOME                      $2,138,436       $1,567,133        $2,029,009
                                 =========        =========         =========
GENERAL PARTNER -
   NET INCOME                   $  239,509       $  167,234        $  215,343
                                 =========        =========         =========
LIMITED PARTNERS -
   NET INCOME                   $1,898,927       $1,399,899        $1,813,666
                                 =========        =========         =========
NET INCOME
   per Unit                     $    13.28       $     9.79        $    12.68
                                 =========        =========         =========
UNITS OUTSTANDING                  143,041          143,041           143,041
                                 =========        =========         =========


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



                                      F-27
<PAGE>



                   GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
                             LIMITED PARTNERSHIP P-6
                           GEODYNE NPI PARTNERSHIP P-6
          Combined Statements of Changes in Partners' Capital (Deficit)
              For the Years Ended December 31, 2005, 2004, and 2003


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

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

Balance, Dec. 31, 2003      $1,853,213       ($ 60,944)       $1,792,269
   Net income                1,399,899         167,234         1,567,133
   Cash distributions      ( 1,587,000)      ( 158,438)      ( 1,745,438)
                             ---------         -------         ---------

Balance, Dec. 31, 2004      $1,666,112       ($ 52,148)       $1,613,964
   Net income                1,898,927         239,509         2,138,436
   Cash distributions      ( 1,520,000)      ( 205,274)      ( 1,725,274)
                             ---------         -------         ---------

Balance, Dec. 31, 2005      $2,045,039       ($ 17,913)       $2,027,126
                             =========         =======         =========





















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




                                      F-28
<PAGE>



                   GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
                             LIMITED PARTNERSHIP P-6
                           GEODYNE NPI PARTNERSHIP P-6
                        Combined Statements of Cash Flows
              For the Years Ended December 31, 2005, 2004, and 2003

                                      2005             2004            2003
                                  ------------     ------------    ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                      $2,138,436       $1,567,133      $2,029,009
   Adjustments to reconcile
      net income to net
      cash provided by
      operating activities:
      Cumulative effect of
         change in accounting
         for asset retirement
         obligations (Note 1)            -                -        (     1,477)
      Depletion of Net
        Profits Interests             297,704          121,279         143,634
      Loss on sale of Net
        Profits Interests                -                 256            -
      Settlement of asset
        retirement obligation     (       382)     (       388)           -
      Net change in accounts
        receivable / accounts
        payable - Net Profits     (   279,798)     (    19,939)    (    20,933)
                                    ---------        ---------       ---------

   Net cash provided by
      operating activities         $2,155,960       $1,668,341      $2,150,233
                                    ---------        ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures           ($  129,299)     ($   21,366)    ($    7,948)
   Proceeds from sale of
      Net Profits Interests              -                -              5,212
                                    ---------        ---------       ---------

   Net cash used by
      investing activities        ($  129,299)     ($   21,366)    ($    2,736)
                                    ---------        ---------       ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions             ($1,725,274)     ($1,745,438)    ($1,897,558)
                                    ---------        ---------       ---------
   Net cash used by financing
      activities                  ($1,725,274)     ($1,745,438)    ($1,897,558)
                                    ---------        ---------       ---------



                                      F-29
<PAGE>




NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS       $  301,387      ($   98,463)     $  249,939

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD             469,272          567,735         317,796
                                    ---------        ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                $  770,659       $  469,272      $  567,735
                                    =========        =========       =========







































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




                                      F-30
<PAGE>



                    GEODYNE INSTITUTIONAL/PENSION PROGRAM
                  Notes to the Combined Financial Statements
            For the Periods Ended December 31, 2005, 2004, and 2003


1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Organization and Nature of Operations

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

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

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



                                      F-31
<PAGE>




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

          P-1           October 25, 1988    $10,807,400
          P-3           May 10, 1989         16,963,700
          P-4           November 21, 1989    12,630,600
          P-5           February 27, 1990    11,844,900
          P-6           September 5, 1990    14,304,100

      The  Partnerships'  original  termination  date  under  their  partnership
agreements  was December 31, 2005.  The General  Partner may extend the terms of
the Partnerships for up to five two-year extension periods.  The General Partner
has extended the terms of the  Partnerships  for their first two-year  period to
December  31,  2007.  The  General  Partner has not  determined  whether it will
further extend the terms of any Partnership.

      For  purposes of these  financial  statements,  the  Partnerships  and NPI
Partnerships are collectively  referred to as the "Partnerships" and the general
partner and  managing  partner  are  collectively  referred  to as the  "General
Partner".  An  affiliate of the General  Partner  owned the  following  Units at
December 31, 2005:

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

                 P-1              31,873            29.5%
                 P-3              71,177            42.0%
                 P-4              34,971            27.7%
                 P-5              30,375            25.6%
                 P-6              21,675            15.2%

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






                                      F-32
<PAGE>




      Allocation of Costs and Revenues

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

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

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

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

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

----------

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



                                      F-33
<PAGE>



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

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

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


      Basis of Presentation

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


      Cash and Cash Equivalents

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


      Credit Risk

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




                                      F-34
<PAGE>




      Net Profits Interests

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

      Depletion  of the  cost  of  Net  Profits  Interests  is  computed  on the
units-of-production  method.  The Partnerships'  calculation of depletion of its
Net Profits Interests  includes  estimated  dismantlement and abandonment costs,
net of estimated salvage values. The depletion rate, which includes accretion of
the asset retirement  obligation,  per equivalent  barrel of oil produced during
the years ended December 31, 2005, 2004, and 2003 were as follows:

                  Partnership       2005         2004        2003
                  -----------       -----        -----       -----

                      P-1           $1.36        $1.10       $1.21
                      P-3            1.40         2.28        1.28
                      P-4            1.70         1.37        1.43
                      P-5            2.30         1.83        1.36
                      P-6            3.72         1.47        1.28

      The  Partnerships  evaluate the  recoverability  of the carrying  costs of
their Net Profits Interests in proved oil and gas properties at the field level.
If the  unamortized  costs of a Net Profits  Interest  within a field exceed the
expected undiscounted future cash flows from such Net Profits Interest, the cost
of the Net Profits  Interest is written down to fair value,  which is determined
by using the  discounted  future  cash flows from the Net Profits  Interest.  No
non-cash charges against earnings  (impairment  provisions) were recorded by the
Partnerships during the three years ended December 31, 2005.

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




                                      F-35
<PAGE>




      Accounts Receivable (Accounts Payable) - Net Profits

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

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

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


      General and Administrative Overhead

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


      Use of Estimates in Financial Statements

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



                                      F-36
<PAGE>



realized or incurred in the near term.  Oil and gas  reserves  (see Note 4) also
involve  significant  estimates  which could  materially  differ from the actual
amounts ultimately realized.


      Income Taxes

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


      Asset Retirement Obligation

      The Partnerships' wells must be properly plugged and abandoned after their
oil and gas reserves are exhausted.  FAS No. 143 requires the estimated plugging
and  abandonment  obligations  to be  recognized in the period in which they are
incurred (i.e. when the well is drilled or acquired) if a reasonable estimate of
fair value can be made and to be capitalized  as part of the carrying  amount of
the well.  Estimated  abandonment  dates will be revised in the future  based on
changes to related economic lives, which vary with product prices and production
costs.  Estimated  plugging  costs  may also be  adjusted  to  reflect  changing
industry  experience.  On January 1, 2003, the Partnerships adopted FAS No. 143,
"Accounting  for Asset  Retirement  Obligations"  and  recorded  an  increase in
capitalized cost of oil and gas properties, an increase (decrease) in net income
for the cumulative  effect of the change in accounting  principal,  and an asset
retirement   obligation.   During  the  year  ended   December  31,  2005,   the
Partnerships'  asset  retirement  obligations  were  revised  upward  due  to an
increase in both the labor and rig costs  associated with plugging  wells.  Cash
flows would not be affected until wells are actually plugged and abandoned.

      The asset  retirement  obligation will be adjusted upwards each quarter in
order to recognize accretion of the time-related  discount factor. For 2005, the
P-1, P-3,  P-4,  P-5, and P-6  Partnerships  recognized  approximately  $17,000,
$25,000,  $38,000,  $30,000,  and  $95,000,  respectively,  of  an  increase  in
depletion  of Net Profits  Interests,  which was  comprised  of accretion of the
asset  retirement  obligation  and  depletion  of the  increase  in Net  Profits
Interests.

      The components of the change in asset retirement obligations for the years
ended December 31, 2005 and 2004 are as shown below.



                                      F-37
<PAGE>




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

                                             2005              2004
                                          ----------        ----------

Total Asset Retirement
   Obligation, January 1                   $ 58,753          $ 56,388
Additions                                       803                27
Revisions                                    54,482              -
Settlements and Disposals                 (   1,250)        (     238)
Accretion Expense                             5,692             2,576
                                            -------           -------
Total Asset Retirement
   Obligation, December 31                 $118,480          $ 58,753
                                            =======           =======


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

                                             2005              2004
                                          ----------        ----------

Total Asset Retirement
   Obligation, January 1                   $ 99,718          $ 95,666
Additions                                     1,016                33
Revisions                                    76,321              -
Settlements and Disposals                 (   1,574)        (     300)
Accretion Expense                             8,731             4,319
                                            -------           -------
Total Asset Retirement
   Obligation, December 31                 $184,212          $ 99,718
                                            =======           =======


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

                                             2005              2004
                                          ----------        ----------

Total Asset Retirement
   Obligation, January 1                   $ 56,920          $ 56,632
Revisions                                    75,529               440
Settlements and Disposals                      -            (   2,277)
Accretion Expense                             6,265             2,125
                                            -------           -------
Total Asset Retirement
   Obligation, December 31                 $138,714          $ 56,920
                                            =======           =======




                                      F-38
<PAGE>





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

                                             2005              2004
                                          ----------        ----------

Total Asset Retirement
   Obligation, January 1                   $ 76,681          $ 72,299
Additions                                     1,477             1,608
Revisions                                    58,400              -
Settlements and Disposals                      -            (     104)
Accretion Expense                             6,241             2,878
                                            -------          --------
Total Asset Retirement
   Obligation, December 31                 $142,799          $ 76,681
                                            =======           =======


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

                                             2005              2004
                                          ----------        ----------

Total Asset Retirement
   Obligation, January 1                   $208,086          $206,661
Additions                                       573               954
Revisions                                   192,567              -
Settlements and Disposals                 (   5,636)        (   6,956)
Accretion Expense                            17,855             7,427
                                            -------          --------
Total Asset Retirement
   Obligation, December 31                 $413,445          $208,086
                                            =======           =======


2. TRANSACTIONS WITH RELATED PARTIES

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



                                      F-39
<PAGE>



overhead costs for the years ended December 31, 2005, 2004, and 2003:

            Partnership         2005        2004        2003
            -----------       --------    --------    --------

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

      Affiliates of the Partnerships  operate certain of the properties in which
the  Partnerships  own a Net Profits  Interest  and their  policy is to bill the
owners of the working interests of such properties for all customary charges and
cost  reimbursements  associated  with  these  activities,   together  with  any
compressor rentals, consulting, or other services provided.


3. MAJOR CUSTOMERS

      The following table sets forth purchasers who  individually  accounted for
ten percent or more of combined  oil and gas sales  attributable  to each of the
Partnership's  Net Profits  Interest  during the years ended  December 31, 2005,
2004, and 2003:

                                                          Percentage
                                                -----------------------------
Partnership              Purchaser               2005        2004       2003
-----------       ------------------------       -----       -----      -----

    P-1           Duke Energy Field
                    Services, Inc.
                    ("Duke")                     10.7%       11.5%        -
                  Cinergy Marketing
                    ("Cinergy")                    -         13.2%      14.3%
                  Chevron U.S.A., Inc.             -         11.3%        -

    P-3           Duke                           13.9%       14.9%        -
                  Cinergy                          -         12.0%      13.2%

    P-4           ConocoPhillips Company         27.8%         -          -
                  Gulfterra Central
                    Point Alloc.                 21.8%       11.4%        -
                  Enogex Services
                    Corporation ("Enogex")       10.1%         -          -
                  Eaglwing Trading, Inc.           -         25.3%      25.9%
                  Valero Industrial
                    Gas LP                         -           -        22.8%



                                      F-40
<PAGE>



    P-5           ONEOK Texas Energy
                    Resources ("ONEOK")          21.0%       14.6%      14.4%
                  Enogex                         18.2%       20.2%      18.3%
                  Cinergy                        11.7%       16.1%      27.0%
                  Duke                           10.3%       11.5%      13.6%

    P-6           Duke                           19.8%       23.1%      22.9%
                  Kinder Morgan, Inc.            17.1%       19.5%      18.0%
                  ONEOK                          13.3%       11.1%        -
                  Cinergy                          -           -        15.2%

      In the  event  of  interruption  of  purchases  by one or  more  of  these
significant  customers or the cessation or material  change in  availability  of
open  access  transportation  by pipeline  transporters,  the  Partnerships  may
encounter  difficulty in marketing  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, 2005 and 2004
were as follows:



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

                                              2005               2004
                                          -------------     -------------
Net Profits Interests in proved
  oil and gas properties                   $ 6,474,014       $ 6,539,536

Less accumulated depletion
  and valuation allowance                 (  5,783,982)     (  5,846,408)
                                            ----------        ----------
  Net Profits Interests, net               $   690,032       $   693,128
                                            ==========        ==========




                                      F-41
<PAGE>




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

                                              2005               2004
                                          -------------     -------------
Net Profits Interests in proved
   oil and gas properties                  $ 9,889,591       $ 9,964,344

Less accumulated depletion
   and valuation allowance                (  8,831,269)     (  8,892,495)
                                            ----------        ----------
   Net Profits Interests, net              $ 1,058,322       $ 1,071,849
                                            ==========        ==========


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

                                              2005               2004
                                          -------------     -------------
Net Profits Interests in proved
   oil and gas properties                  $ 8,134,269       $ 8,050,934

Less accumulated depletion
   and valuation allowance                (  7,733,010)     (  7,655,977)
                                            ----------        ----------
   Net Profits Interests, net              $   401,259       $   394,957
                                            ==========        ==========


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

                                              2005               2004
                                          -------------     -------------
Net Profits Interests in proved
   oil and gas properties                  $ 9,156,799       $ 9,509,448

Less accumulated depletion
   and valuation allowance                (  8,517,506)     (  8,908,569)
                                            ----------        ----------
   Net Profits Interest, net               $   639,293       $   600,879
                                            ==========        ==========




                                      F-42
<PAGE>




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

                                               2005               2004
                                          -------------     -------------
Net Profits Interests in proved
   oil and gas properties                  $11,605,260       $11,329,527

Less accumulated depletion
   and valuation allowance                ( 10,312,698)     ( 10,158,432)
                                            ----------        ----------
   Net Profits Interests, net              $ 1,292,562       $ 1,171,095
                                            ==========        ==========


      Costs Incurred

      No  property  acquisition  or  exploration  costs  were  incurred  by  the
Partnerships during the three years ended December 31, 2005. The following table
sets forth the  development  costs  related to the working  interests  which are
burdened  by the  Partnerships'  Net  Profits  Interests  during the years ended
December 31, 2005, 2004, and 2003. Since these acquisition and development costs
were charged  against the Net Profits  payable to the  Partnerships,  such costs
were indirectly borne by the Partnerships.

      Partnership                   2005(1)       2004      2003(2)
      -----------                  --------     -------     -------

           P-1                     $ 15,825     $25,183     $26,919
           P-3                       19,244      80,861      43,489
           P-4                        7,805      36,380      24,938
           P-5                       79,369      75,826      16,739
           P-6                      213,430      26,625       7,948

      ---------------
(1)      Excludes the estimated  asset  retirement  costs for the P-1, P-3, P-4,
         P-5, and P-6 Partnerships of approximately $54,000,  $76,000,  $76,000,
         $58,000, and $193,000, respectively,  recorded as a revision in FAS No.
         143  during  2005 due to an  increase  in both the  labor and rig costs
         associated with plugging wells.
(2)      Excludes the estimated  asset  retirement  costs for the P-1, P-3, P-4,
         P-5, and P-6 Partnerships of approximately $32,000,  $56,000,  $37,000,
         $44,000,  and $149,000,  respectively,  recorded as part of the FAS No.
         143 implementation.


      Quantities of Proved Oil and Gas Reserves - Unaudited

      The  following  tables  summarize  changes  in net  quantities  of  proved
reserves attributable to the Partnerships' Net Profits



                                      F-43
<PAGE>



Interests,  all of which are located in the United  States of  America,  for the
periods  indicated.  The proved  reserves were estimated by petroleum  engineers
employed by affiliates of the  Partnerships.  Certain  reserve  information  was
reviewed by Ryder Scott  Company,  L.P., an  independent  petroleum  engineering
firm. The following information includes certain gas balancing adjustments which
cause the gas volumes to differ from the reserve reports prepared by the General
Partner and reviewed by Ryder Scott.


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

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

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

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

Proved reserves, December 31, 2004               243,982     2,291,734
  Production                                    ( 18,636)   (  238,409)
  Extensions and discoveries                       3,587        23,270
  Revision of previous estimates                  11,561       115,623
                                                 -------     ---------

Proved reserves, December 31, 2005               240,494     2,192,218
                                                 =======     =========

PROVED DEVELOPED RESERVES:
      December 31, 2003                          208,273     2,266,710
                                                 =======     =========
      December 31, 2004                          243,982     2,291,734
                                                 =======     =========
      December 31, 2005                          240,494     2,192,218
                                                 =======     =========





                                      F-44
<PAGE>




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

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


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

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

Proved reserves, December 31, 2004             320,365       3,610,109
  Production                                  ( 24,032)     (  364,449)
  Extensions and discoveries                     4,517          30,141
  Revision of previous estimates                15,630         174,416
                                               -------       ---------

Proved reserves, December 31, 2005             316,480       3,450,217
                                               =======       =========
PROVED DEVELOPED RESERVES:
      December 31, 2003                        276,495       3,719,305
                                               =======       =========
      December 31, 2004                        320,365       3,610,109
                                               =======       =========
      December 31, 2005                        316,480       3,450,217
                                               =======       =========





                                      F-45
<PAGE>




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

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

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

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

Proved reserves, December 31, 2004                59,656     1,969,168
  Production                                     (15,739)   (  200,087)
  Extensions and discoveries                         173         5,745
  Revision of previous estimates                   3,417        50,942
                                                  ------     ---------

Proved reserves, December 31, 2005                47,507     1,825,768
                                                  ======     =========

PROVED DEVELOPED RESERVES:
      December 31, 2003                           63,561     2,074,944
                                                  ======     =========
      December 31, 2004                           57,343     1,945,771
                                                  ======     =========
      December 31, 2005                           47,507     1,825,768
                                                  ======     =========





                                      F-46
<PAGE>




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

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

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

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

Proved reserves, December 31, 2004                38,157     2,130,613
  Production                                     ( 4,682)   (  251,079)
  Extensions and discoveries                         576       122,077
  Revision of previous estimates                   6,079       199,888
                                                  ------     ---------

Proved reserves, December 31, 2005                40,130     2,201,499
                                                  ======     =========
PROVED DEVELOPED RESERVES:
  December 31, 2003                               47,470     2,346,641
                                                  ======     =========
  December 31, 2004                               38,157     2,130,613
                                                  ======     =========
  December 31, 2005                               40,130     2,201,499
                                                  ======     =========





                                      F-47
<PAGE>




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

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

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

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

Proved reserves, December 31, 2004               124,894     3,940,334
  Production                                    ( 10,881)   (  414,544)
  Extensions and discoveries                         587        87,658
  Revision of previous estimates                  11,515    (  283,141)
                                                 -------     ---------

Proved reserves, December 31, 2005               126,115     3,330,307
                                                 =======     =========
PROVED DEVELOPED RESERVES:
  December 31, 2003                              125,839     4,110,686
                                                 =======     =========
  December 31, 2004                              124,894     3,940,334
                                                 =======     =========
  December 31, 2005                              126,115     3,330,307
                                                 =======     =========






                                      F-48
<PAGE>



5. QUARTERLY FINANCIAL DATA (Unaudited)

      Summarized  unaudited  quarterly  financial  data for 2005 and 2004 are as
follows:

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


                                            2005
                        ---------------------------------------------
                          First      Second        Third      Fourth
                         Quarter     Quarter      Quarter     Quarter
                        --------    --------     --------    --------

Total Revenues          $551,012    $441,343     $627,748    $497,816
Gross Profit(1)          535,584     423,554      602,207     477,081
Net Income               483,772     392,728      571,508     442,390
Limited Partners'
   Net Income
   Per Unit                 4.02        3.25         4.74        3.67

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

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


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



                                      F-49
<PAGE>



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

                                            2005
                        ---------------------------------------------
                          First      Second        Third      Fourth
                         Quarter     Quarter      Quarter     Quarter
                        --------    --------     --------    --------

Total Revenues          $789,816    $640,837     $894,871    $747,629
Gross Profit(1)          761,590     617,515      851,357     724,365
Net Income               692,775     569,872      803,924     672,909
Limited Partners'
   Net Income
   Per Unit                 3.66        3.01         4.25        3.56

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

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



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



                                      F-50
<PAGE>



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

                                             2005
                        ---------------------------------------------
                          First      Second        Third      Fourth
                         Quarter     Quarter      Quarter     Quarter
                        --------    --------     --------    --------

Total Revenues          $347,486    $447,651     $461,585    $580,514
Gross Profit(1)          335,736     436,636      432,728     548,838
Net Income               278,890     400,829      397,149     509,180
Limited Partners'
   Net Income
   Per Unit                 1.98        2.85         2.81        3.61

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

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



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



                                      F-51
<PAGE>



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

                                            2005
                        ---------------------------------------------
                          First      Second        Third      Fourth
                         Quarter     Quarter      Quarter     Quarter
                        --------    --------     --------    --------

Total Revenues          $379,722    $416,648     $443,601    $362,428
Gross Profit(1)          349,721     407,462      405,334     332,810
Net Income               295,044     373,802      371,903     295,294
Limited Partners'
   Net Income
   Per Unit                 2.22        2.84         2.80        2.22


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

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





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



                                      F-52
<PAGE>



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

                                             2005
                        ---------------------------------------------
                          First      Second        Third      Fourth
                         Quarter     Quarter      Quarter     Quarter
                        --------    --------     --------    --------

Total Revenues          $591,535    $672,588     $655,067    $703,164
Gross Profit(1)          562,582     620,936      527,511     613,621
Net Income               501,114     580,559      487,354     569,409
Limited Partners'
   Net Income
   Per Unit                 3.14        3.62         2.99        3.53

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

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





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





                                      F-53
<PAGE>





                               INDEX TO EXHIBITS
                               -----------------
Exh.
No.         Description
----        -----------

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

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

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

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

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

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



                                      F-54
<PAGE>

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

*4.8     Fifth   Amendment  to  Amended  and   Restated   Agreement  of  Limited
         Partnership  for the Geodyne  Institutional/  Pension Energy Income P-1
         Limited Partnership dated October 27, 2005.

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

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

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

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

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

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



                                      F-55
<PAGE>



         3 filed as Exhibit 4.20 to Registrant's  Annual Report on Form 10-K for
         the year ended  December 31,  2001,  filed with the SEC on February 26,
         2002 and is hereby incorporated by reference.

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

*4.16    Fifth   Amendment  to  Amended  and   Restated   Agreement  of  Limited
         Partnership  for  the  Geodyne  Institutional/  Pension  Energy  Income
         Limited Partnership P-3 dated October 27, 2005.

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

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

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

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

 4.21    Second   Amendment  to  Amended  and  Restated   Agreement  of  Limited
         Partnership dated August 4, 1993, for the Geodyne Institutional/Pension
         Energy  Income  Limited  Partnership  P-4  filed  as  Exhibit  4.26  to
         Registrant's Annual Report on Form 10-K for the year ended December 31,
         2001, filed with



                                      F-56
<PAGE>



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

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

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

*4.24    Fifth   Amendment  to  Amended  and   Restated   Agreement  of  Limited
         Partnership  for  the  Geodyne  Institutional/  Pension  Energy  Income
         Limited Partnership P-4 dated October 27, 2005.

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

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

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

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



                                      F-57
<PAGE>




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

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

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

*4.32    Fifth   Amendment  to  Amended  and   Restated   Agreement  of  Limited
         Partnership  for  the  Geodyne  Institutional/  Pension  Energy  Income
         Limited Partnership P-5 dated October 27, 2005.

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

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

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




                                      F-58
<PAGE>



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

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

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

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

*4.40    Fifth   Amendment  to  Amended  and   Restated   Agreement  of  Limited
         Partnership  for  the  Geodyne  Institutional/  Pension  Energy  Income
         Limited Partnership P-6 dated October 27, 2005.

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

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

 10.3    Second Amendment to Amended and Restated Agreement of Partnership dated
         July 1, 1996 for the Geodyne NPI  Partnership P-1 filed as Exhibit 10.3
         to Registrant's  Annual Report on Form 10-K for the year ended December
         31,



                                      F-59
<PAGE>



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

*10.4    Third  Amendment to Amended and Restated  Agreement of Partnership  for
         the Geodyne NPI Partnership P-1 dated October 27, 2005.

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

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

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

*10.8    Third  Amendment  to  Agreement  of  Partnership  for the  Geodyne  NPI
         Partnership P-3 dated October 27, 2005.

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

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

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

*10.12   Third  Amendment  to  Agreement  of  Partnership  for the  Geodyne  NPI
         Partnership P-4 dated October 27, 2005.

10.13    Agreement  of  Partnership  dated  October 27, 1989 for the Geodyne NPI
         Partnership P-5 filed as Exhibit 10.13 to Registrant's Annual Report on
         Form 10-K for the year ended



                                      F-60
<PAGE>



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

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

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

*10.16   Third  Amendment  to  Agreement  of  Partnership  for the  Geodyne  NPI
         Partnership P-5 dated October 27, 2005.

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

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

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

*10.20   Third  Amendment  to  Agreement  of  Partnership  for the  Geodyne  NPI
         Partnership P-6 dated October 27, 2005.

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

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

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




                                      F-61
<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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

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




                                      F-62
<PAGE>



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

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

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

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



      All other Exhibits are omitted as inapplicable.

      ----------

      *Filed herewith.



                                      F-63