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

For the fiscal year ended December 31, 2001

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

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

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

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

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

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

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

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




                                      -1-
<PAGE>



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

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

      DOCUMENTS INCORPORATED BY REFERENCE: None





                                      -2-
<PAGE>




                                  FORM 10-K405
                                TABLE OF CONTENTS



PART I.......................................................................4
      ITEM 1.     BUSINESS...................................................4
      ITEM 2.     PROPERTIES................................................10
      ITEM 3.     LEGAL PROCEEDINGS.........................................22
      ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......22

PART II.....................................................................22
      ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS......22
      ITEM 6.     SELECTED FINANCIAL DATA...................................25
      ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS.......................32
      ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                  ABOUT MARKET RISK........................................ 49
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............49
      ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.......................49

PART III....................................................................49
      ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL
                  PARTNER...................................................49
      ITEM 11.    EXECUTIVE COMPENSATION....................................50
      ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT................................................58
      ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............60

PART IV.....................................................................61
      ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
                  ON FORM 8-K...............................................61
    SIGNATURES..............................................................68





                                      -3-
<PAGE>




                                    PART I.

ITEM 1.     BUSINESS

      General

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

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

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


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

      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



                                      -4-
<PAGE>



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, 2001,
Samson owned interests in  approximately  14,000 oil and gas wells located in 19
states of the United States and the countries of Canada,  Venezuela, and Russia.
At December  31, 2001,  Samson  operated  approximately  3,000 oil and gas wells
located in 14 states of the United  States,  as well as Canada,  Venezuela,  and
Russia.

      The  Partnerships  are  currently  engaged in the  business  of owning net
profits  and  royalty  interests  in  oil  and  gas  properties  located  in the
continental  United States.  Most of the net profits  interests  acquired by the
Partnerships have been carved out of working  interests in producing  properties
("Working  Interests")  which were acquired by affiliated oil and gas investment
programs  (the  "Affiliated  Programs").   Net  profits  interests  entitle  the
Partnerships to a share of net revenues from producing  properties measured by a
specific  percentage of the net profits realized by such Affiliated  Programs 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,  2002,  Samson  employed  approximately  1,000  persons.  No
employees  are  covered by  collective  bargaining  agreements,  and  management
believes  that  Samson  provides a sound  employee  relations  environment.  For
information  regarding the executive officers of the General Partner,  see "Item
10. Directors and Executive Officers of the General Partner."




                                      -5-
<PAGE>



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


      Funding

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


      Principal Products Produced and Services Rendered

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


      Competition and Marketing

      The Partnerships' revenues, net income or loss, cash flows, carrying value
of oil and gas  properties,  and amount of oil and gas which can be economically
produced depend  substantially  upon the prevailing  prices for oil and gas. Oil
and gas prices (and  consequently the Partnerships'  profitability)  depend on a
number of  factors  which are  beyond the  control  of the  Partnerships.  These
factors  include  worldwide  political   instability  and  terrorist  activities
(especially in  oil-producing  regions),  United Nations export  embargoes,  the
supply  and price of  foreign  imports  of oil and gas,  the  level of  consumer
product demand (which can be heavily influenced by weather patterns),  the level
of domestic oil and gas production,  government regulations and taxes, the price
and availability of alternative fuels, the overall economic environment, and the
availability  and capacity of  transportation  and  processing  facilities.  The
effect  of these  factors  on  future  oil and gas  industry  trends  cannot  be
accurately  predicted  or  anticipated.  In  addition,  the domestic oil and gas
industry is highly competitive, with a large number of companies and individuals
engaged in the exploration and development of oil and gas properties. Predicting
future prices is not possible. Concerning past trends, oil and gas prices in the
United States have been highly volatile for many years.



                                      -6-
<PAGE>




      Over the past ten years average yearly  wellhead gas prices have generally
been in the $1.50 to $2.50 per Mcf  range.  Due to  unusual  supply  and  demand
circumstances  gas  prices in late 2000 and early  2001 rose to a level not seen
since the early 1980s.  Recent economic trends and the supply/demand  ratio have
caused  natural gas prices to decline  significantly.  Substantially  all of the
Partnerships'  gas reserves are being sold on the "spot  market."  Prices on the
spot market are subject to wide seasonal and regional  pricing  fluctuations due
to the highly  competitive  nature of the spot market.  In  addition,  such spot
market  sales are  generally  short-term  in nature and are  dependent  upon the
obtaining of transportation services provided by pipelines.  Spot prices for the
Partnerships'  gas decreased  from  approximately  $6.03 per Mcf at December 31,
2000 to approximately $2.65 per Mcf at December 31, 2001. Such prices were on an
MMBTU basis and differ from the prices actually received by the Partnerships due
to transportation  and marketing costs, BTU adjustments,  and regional price and
quality differences.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel  range,  but have been  extremely  volatile over the
past three  years.  Due to global  consumption  and  supply  trends as well as a
slowdown in Asian energy demand,  oil prices in late 1997 and early 1998 reached
historically low levels,  dropping to as low as approximately  $9.25 per barrel.
The current oil price range  between the mid teens and low  twenties is somewhat
dependent  on  production  curtailment  agreements  among  major  oil  producing
nations.  Prices for the Partnerships' oil decreased from  approximately  $27.52
per barrel at December 31, 2000 to  approximately  $16.75 per barrel at December
31, 2001.

      Future  prices  for both oil and gas will  likely  be  different  from the
prices in effect on December 31, 2001. Due to the many factors and uncertainties
discussed  above, it is impossible to accurately  predict whether future oil and
gas prices will (i) stabilize, (ii) increase, or (iii) decrease.


      Significant Customers

      The following  customers  accounted for ten percent or more of the oil and
gas sales  attributable to the  Partnerships'  Net Profits  Interests during the
year ended December 31, 2001:



                                      -7-
<PAGE>



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

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


       P-2           El Paso                               22.4%
                     ONEOK                                 10.3%

       P-3           El Paso                               22.3%
                     ONEOK                                 10.1%


       P-4           Phibro Energy, Inc.                   26.9%
                     Valero Industrial Gas LP              24.2%
                     El Paso                               20.2%
                     Conoco, Inc.                          11.0%


       P-5           El Paso                               80.7%

       P-6           El Paso                               44.1%
                     Tejas Gas Marketing
                       Company                             15.1%

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

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


      Oil, Gas, and Environmental Control Regulations

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



                                      -8-
<PAGE>



environment.  In  addition  to the direct  costs  borne in  complying  with such
regulations,  operations and revenues may be impacted to the extent that certain
regulations limit oil and gas production to below economic levels.

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

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

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


      Insurance Coverage

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



                                      -9-
<PAGE>




ITEM 2.     PROPERTIES

      Well Statistics

      The following table sets forth the number of productive wells in which the
Partnerships had a Net Profits Interest as of December 31, 2001.

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

                   P-1            833          657        176
                   P-2            875          678        197
                   P-3            875          678        197
                   P-4            169           79         90
                   P-5             68           20         48
                   P-6            114           32         82

---------------
(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 2001 the Partnerships  indirectly  participated  (through their Net
Profits Interests) in the developmental drilling activities described below.

                                                Revenue
P/ship    Well Name         County       St.    Interest   Type   Status
------   ------------     ----------     ---    --------   ----  ---------

P-1      Daberry
           No.7-1           Wheeler       TX    .00199      Gas   Producing
         Bryant
           No. 4-44         Wheeler       TX    .00225      Gas   Producing
         Jackson Unit
           No. 8            Lea           NM    .00046      Gas   Producing
         Chilton B
           No. 1-23         Gaines        TX    .00047      Gas   Shut-in
         Kay Estes
           No. 6            Edwards       TX    .00456      Gas   Producing

P-2      Daberry
           No.7-1           Wheeler       TX    .00136      Gas   Producing
         Bryant
           No. 4-44         Wheeler       TX    .00154      Gas   Producing



                                      -10-
<PAGE>



         Jackson Unit
           No. 8            Lea           NM    .00032      Gas   Producing
         Chilton B
           No. 1-23         Gaines        TX    .00032      Gas   Shut-in
         Kay Estes
           No. 6            Edwards       TX    .00312      Gas   Producing

P-3      Daberry
           No.7-1           Wheeler       TX    .00250      Gas   Producing
         Bryant
           No. 4-44         Wheeler       TX    .00284      Gas   Producing
         Jackson Unit
           No. 8            Lea           NM    .00058      Gas   Producing
         Chilton B
           No. 1-23         Gaines        TX    .00059      Gas   Shut-in
         Kay Estes
           No. 6            Edwards       TX    .00575      Gas   Producing

P-4      Plumbtree
           No. 5-7          Washita       OK    .00023      Gas   Producing
         Clayton
           No. 8-9          Washita       OK    .00165      Gas   Producing
         Martinez,
           DS No. 7         Webb          TX    .00351      Gas   Producing

P-5      Green No.
           4-1A             Washita       OK    .00074      Gas   Producing
         Newton Smith
           No. 3-16         Pittsburg     OK    .00156      Gas   Producing

P-6      Green No.
           4-1A             Washita       OK    .00025      Gas   Producing
         Newton Smith
           No. 3-16         Pittsburg     OK    .00053      Gas   Producing


      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.





                                      -11-
<PAGE>




                               Net Production Data

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

                                            Year Ended December 31,
                                    ----------------------------------------
                                       2001           2000           1999
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                        23,073         17,814         24,737
      Gas (Mcf)                        290,969        304,477        357,439

   Oil and gas sales(1):
      Oil                           $  558,898     $  497,691     $  412,946
      Gas                            1,052,513      1,011,219        665,565
                                     ---------      ---------      ---------
         Total                      $1,611,411     $1,508,910     $1,078,511
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $24.22         $27.94         $16.69
      Per Mcf of gas                      3.62           3.32           1.86

----------
(1)   These   amounts   differ  from  the  Net  Profits   included  in  the  P-1
      Partnership's  financial statements because they do not reflect the offset
      of $315,902, $258,325, and $275,972,  respectively, of production expenses
      incurred by the Affiliated Programs.



                                      -12-
<PAGE>




                               Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2001           2000           1999
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                        16,105         12,518        17,583
      Gas (Mcf)                        239,585        246,666       289,443

   Oil and gas sales(1):
      Oil                           $  390,553     $  349,787     $ 293,110
      Gas                              883,601        838,464       556,043
                                     ---------       -------        -------
         Total                      $1,274,154     $1,188,251     $ 849,153
                                     =========      =========       =======
   Average sales price:
      Per barrel of oil                 $24.25         $27.94        $16.67
      Per Mcf of gas                      3.69           3.40          1.92

----------
(1)   These   amounts   differ  from  the  Net  Profits   included  in  the  P-2
      Partnership's  financial statements because they do not reflect the offset
      of $261,858, $214,517, and $230,263,  respectively, of production expenses
      incurred by the Affiliated Programs.




                                      -13-
<PAGE>




                               Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2001           2000           1999
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                        29,759         23,146         32,552
      Gas (Mcf)                        447,621        460,861        543,312

   Oil and gas sales(1):
      Oil                           $  721,740     $  646,749     $  542,233
      Gas                            1,653,444      1,566,811      1,044,195
                                     ---------      ---------      ---------
         Total                      $2,375,184     $2,213,560     $1,586,428
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $24.25         $27.94         $16.66
      Per Mcf of gas                      3.69           3.40           1.92

----------
(1)   These   amounts   differ  from  the  Net  Profits   included  in  the  P-3
      Partnership's  financial statements because they do not reflect the offset
      of $488,607, $402,262, and $430,614,  respectively, of production expenses
      incurred by the Affiliated Programs.



                                      -14-
<PAGE>



                               Net Production Data

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

                                              Year Ended December 31,
                                    ----------------------------------------
                                       2001           2000           1999
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                        38,934         23,482         17,505
      Gas (Mcf)                        388,416        339,221        338,882

   Oil and gas sales(1):
      Oil                           $  960,023     $  684,104     $  295,745
      Gas                            1,669,588      1,331,225        746,206
                                     ---------      ---------      ---------
         Total                      $2,629,611     $2,015,329     $1,041,951
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $24.66         $29.13         $16.89
      Per Mcf of gas                      4.30           3.92           2.20

----------
(1)   These   amounts   differ  from  the  Net  Profits   included  in  the  P-4
      Partnership's  financial statements because they do not reflect the offset
      of $487,414, $419,053, and $295,097,  respectively, of production expenses
      incurred by the Affiliated Programs.



                                      -15-
<PAGE>



                               Net Production Data

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

                                              Year Ended December 31,
                                    ----------------------------------------
                                       2001           2000           1999
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                         4,781          5,827          6,858
      Gas (Mcf)                        438,194        495,141        464,917

   Oil and gas sales(1):
      Oil                           $  122,654     $  170,821     $  117,808
      Gas                            1,925,638      1,741,689        922,397
                                     ---------      ---------      ---------
         Total                      $2,048,292     $1,912,510     $1,040,205
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $25.65         $29.32         $17.18
      Per Mcf of gas                      4.39           3.52           1.98

----------
(1)   These   amounts   differ  from  the  Net  Profits   included  in  the  P-5
      Partnership's  financial statements because they do not reflect the offset
      of $405,549, $478,767, and $183,763,  respectively, of production expenses
      incurred by the Affiliated Programs.




                                      -16-
<PAGE>



                               Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2001           2000           1999
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                        13,190         14,022         17,227
      Gas (Mcf)                        678,969        809,428        909,561

   Oil and gas sales(1):
      Oil                           $  330,103     $  394,656     $  280,628
      Gas                            2,687,675      2,934,211      1,765,886
                                     ---------      ---------      ---------
         Total                      $3,017,778     $3,328,867     $2,046,514
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $25.03         $28.15         $16.29
      Per Mcf of gas                      3.96           3.63           1.94

----------
(1)   These   amounts   differ  from  the  Net  Profits   included  in  the  P-6
      Partnership's  financial statements because they do not reflect the offset
      of $735,303, $860,708, and $705,730,  respectively, of production expenses
      incurred by the Affiliated Programs.





                                      -17-
<PAGE>



      Proved Reserves and Net Present Value

      The following table sets forth each Partnership's estimated proved oil and
gas reserves and net present value  therefrom as of December 31, 2001 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,  2001.  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,  2001 were  substantially  lower than the very high
prices in effect on December 31, 2000.  This  decrease 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, 2001 to be  significantly
lower than such  estimates  and values at December 31, 2000.  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, 2001.  There can be no assurance that the prices used
in calculating  the net present value of the  Partnerships'  proved  reserves at
December 31, 2001 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



                                      -18-
<PAGE>



estimates  generally less precise than other  estimates  presented in connection
with financial statement disclosures.

                               Proved Reserves and
                               Net Present Values
                              From Proved Reserves

                           As of December 31, 2001(1)

P-1 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                  1,787,352
      Oil and liquids (Bbls)                                       151,869

   Net present value (discounted at 10% per annum)             $ 2,988,852


P-2 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                  1,556,980
      Oil and liquids (Bbls)                                       110,986

   Net present value (discounted at 10% per annum)             $ 2,393,379


P-3 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                  2,921,349
      Oil and liquids (Bbls)                                       205,619

   Net present value (discounted at 10% per annum)             $ 4,466,366


P-4 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                  2,083,182
      Oil and liquids (Bbls)                                        90,296

   Net present value (discounted at 10% per annum)             $ 3,682,088


P-5 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                  2,340,665
      Oil and liquids (Bbls)                                        29,903

   Net present value (discounted at 10% per annum)             $ 2,670,671




                                      -19-
<PAGE>




P-6 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                  3,954,081
      Oil and liquids (Bbls)                                        93,698

   Net present value (discounted at 10% per annum)              $4,578,737

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

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


Significant Properties

      The   following   table  sets  forth  the  number  and   percent  of  each
Partnership's  total wells which are operated by affiliates of the  Partnerships
as of December 31, 2001:

                                   Operated Wells
                            -----------------------------
                            Partnership  Number   Percent
                            -----------  ------   -------
                              P-1          27        1%
                              P-2          48        2%
                              P-3          48        2%
                              P-4          20        9%
                              P-5          76       28%
                              P-6         108       34%

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

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



                                      -20-
<PAGE>




                Significant Properties as of December 31, 2001
                ----------------------------------------------

                                Wells
                             Operated by
                             Affiliates      Oil         Gas
                   Total     -----------   Reserves    Reserves     Present
Basin              Wells     Number %(1)    (Bbl)       (Mcf)        Value
-----------        -----     ------ ----   --------    --------    ----------
P-1 P/ship:
  Permian          2298         2      -   144,864      835,373    $1,840,749
  Anadarko           62        21     34%    2,366      919,654     1,102,621

P-2 P/ship:
  Permian          2298         2      -    99,037      574,207    $1,262,824
  Anadarko           62        21     34%    1,882      747,707       881,163

P-3 P/ship:
  Permian          2298         2      -   182,603    1,060,868    $2,332,521
  Anadarko           62        21     34%    3,505    1,392,650     1,640,984

P-4 P/ship:
  Gulf Coast         90         5      6%   85,784    1,014,728    $2,522,086
  Anadarko           42        13     31%    2,123      853,319       974,197

P-5 P/ship:
  Anadarko           88        24     27%    4,818    1,601,420    $1,856,887
  South. Ok.
   Folded Belt       19         -      -    20,053      462,916       571,253

P-6 P/ship:
  Anadarko           88        24     27%    3,301    1,582,299    $1,834,661
  East Texas          4         3     75%    2,429    1,022,153     1,127,288
  Gulf Coast         12         1      8%    6,882      610,210       774,091
  South. Ok.
   Folded Belt       32        13     41%   71,947      249,355       487,384
-------------------------------
(1)   Percent of the  Partnership's  total wells in the basin which are operated
      by affiliates of the Partnership.


      Title to Oil and Gas Properties

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

      Title to the  Partnerships'  Net Profits Interests is subject to customary
royalty,  overriding royalty,  carried, working, and other similar interests and
contractual  arrangements  customary in the oil and gas  industry,  to liens for
current taxes not yet due,



                                      -21-
<PAGE>



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 2001.


                                    PART II.

ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS

      As  of  February  1,  2002,  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             762
                 P-2              90,094             575
                 P-3             169,637           1,293
                 P-4             126,306             878
                 P-5             118,449             949
                 P-6             143,041             726


      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



                                      -22-
<PAGE>



exists and none is expected to develop. Due to the nature of these transactions,
the General  Partner has no  verifiable  information  regarding  prices at which
Units have been transferred.  Further,  a transferee may not become a substitute
Limited Partner without the consent of the General Partner.

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


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

                      2000                          2001                2002
            -------------------------     -------------------------     ----
            1st    2nd    3rd    4th      1st     2nd    3rd   4th      1st
P/ship      Qtr.   Qtr.   Qtr.   Qtr.     Qtr.    Qtr.   Qtr.  Qtr.     Qtr.
------      ----   ----   ----   ----     ----    ----   ----  ----     ----

 P-1        $17    $15    $22    $19      $17     $13    $23   $21      $20
 P-2         17     15     21     19       16      13     23    21       20
 P-3         17     15     21     19       17      14     23    21       19
 P-4         12     11     16     14       10       6     22    19       16
 P-5         10      8     17     14       11       4     17    14       13
 P-6         15     13     24     20       15       8     26    23       21

      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.





                                      -23-
<PAGE>



      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.

      The  following  is a summary  of cash  distributions  paid to the  Limited
Partners during 2000 and 2001 and the first quarter of 2002:

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

                                 2000
            -----------------------------------------------
              1st           2nd          3rd          4th
   P/ship   Quarter       Quarter      Quarter      Quarter
   ------   -------       -------      -------      -------
    P-1      $1.67         $1.80        $1.91        $2.54
    P-2       1.51          1.63         1.71         2.41
    P-3       1.51          1.70         1.77         2.38
    P-4       1.09          1.37         1.57         2.57
    P-5       1.53          1.49         1.96         2.66
    P-6       2.34          2.13         2.53         4.17

                              2001                                 2002
            -----------------------------------------------       -------
              1st           2nd          3rd          4th           1st
   P/ship   Quarter       Quarter      Quarter      Quarter       Quarter
   ------   -------       -------      -------      -------       -------
    P-1      $2.60         $3.41        $3.57        $2.02         $1.64
    P-2       2.44          3.03         3.32         1.93          1.52
    P-3       2.42          3.06         3.29         2.06          1.52
    P-4       3.35          4.65         3.49         3.22          3.20
    P-5       3.60          6.37         4.38         2.50          1.16
    P-6       4.79          6.76         5.11         3.57          1.23





                                      -24-
<PAGE>




ITEM 6.     SELECTED FINANCIAL DATA

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




                                      -25-
<PAGE>





<TABLE>
<CAPTION>

                                                 Selected Financial Data

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

                                          2001            2000              1999             1998            1997
                                      ------------    ------------      ------------     ------------    ------------

<S>                                    <C>             <C>               <C>              <C>             <C>
Net Profits                            $1,295,509      $1,250,585        $  802,539       $  694,919      $1,064,105
Net Income:
   Limited Partners                       899,400         945,012           443,201          760,585         106,676
   General Partner                        115,696         116,609            65,862           60,539          54,016
   Total                                1,015,096       1,061,621           509,063          821,124         160,692
Limited Partners' Net
   Income per Unit                           8.32            8.74              4.10             7.04             .99
Limited Partners' Cash
   Distributions per Unit                   11.60            7.92              4.32            13.59           11.43
Total Assets                            1,090,742       1,457,182         1,354,470        1,372,787       2,076,686
Partners' Capital (Deficit)
   Limited Partners                     1,168,299       1,521,899         1,431,887        1,455,686       2,164,101
   General Partner                    (    77,557)    (    64,717)      (    77,417)     (    82,899)    (    87,415)
Number of Units
   Outstanding                            108,074         108,074           108,074          108,074         108,074

</TABLE>



                                      -26-
<PAGE>


<TABLE>
<CAPTION>
                                                 Selected Financial Data

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

                                       2001              2000              1999              1998            1997
                                   ------------      ------------      ------------      ------------    ------------

<S>                                 <C>               <C>               <C>               <C>             <C>
Net Profits                         $1,012,296        $  973,734        $  618,890        $  538,185      $  836,494
Net Income:
   Limited Partners                    677,567           721,586           333,537           545,193          45,213
   General Partner                      89,075            89,569            31,057            36,137          41,244
   Total                               766,642           811,155           364,594           581,330          86,457
Limited Partners' Net
   Income per Unit                        7.52              8.01              3.70              6.05             .50
Limited Partners' Cash
   Distributions per Unit                10.72              7.26              4.24             11.78           10.86
Total Assets                           919,286         1,215,028         1,139,335         1,172,679       1,686,752
Partners' Capital (Deficit)
   Limited Partners                    975,073         1,263,506         1,195,920         1,243,383       1,759,190
   General Partner                 (    55,787)      (    48,478)      (    56,585)      (    70,704)    (    72,438)
Number of Units
   Outstanding                          90,094            90,094            90,094            90,094          90,094


</TABLE>

                                      -27-
<PAGE>

<TABLE>
<CAPTION>
                                                 Selected Financial Data

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

                                       2001              2000              1999            1998             1997
                                   ------------      ------------      ------------    ------------     ------------

<S>                                 <C>               <C>               <C>             <C>              <C>
Net Profits                         $1,886,577        $1,811,298        $1,155,814      $  997,464       $1,559,975
Net Income:
   Limited Partners                  1,277,744         1,356,720           635,523       1,009,546           30,632
   General Partner                     167,610           152,174            45,011          66,787           76,414
   Total                             1,445,354         1,508,894           680,534       1,076,333          107,046
Limited Partners' Net
   Income per Unit                        7.53              8.00              3.75            5.95              .18
Limited Partners' Cash
   Distributions per
   Unit                                  10.83              7.36              4.17           11.60            10.81
Total Assets                         1,719,156         2,265,592         2,131,160       2,183,351        3,136,542
Partners' Capital
   (Deficit)
   Limited Partners                  1,793,333         2,352,589         2,244,869       2,316,346        3,273,800
   General Partner                  (   74,177)      (    86,997)      (   113,709)    (   132,995)     (   137,258)
Number of Units
   Outstanding                         169,637           169,637           169,637         169,637          169,637



</TABLE>

                                      -28-
<PAGE>


<TABLE>
<CAPTION>
                                                 Selected Financial Data

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

                                          2001              2000            1999             1998            1997
                                      ------------      ------------    ------------     ------------    ------------

<S>                                    <C>               <C>             <C>              <C>             <C>
Net Profits                            $2,142,197        $1,596,276      $  746,854       $  734,526      $1,290,780
Net Income:
   Limited Partners                     1,560,544         1,187,175         367,583          357,206          52,241
   General Partner                        196,368           143,717          36,289           27,697          49,097
   Total                                1,756,912         1,330,892         403,872          384,903         101,338
Limited Partners' Net
   Income per Unit                          12.36              9.40            2.91             2.83             .41
Limited Partners' Cash
   Distributions per Unit                   14.71              6.60            3.54             6.19           11.84
Total Assets                            1,401,980         1,716,358       1,337,559        1,403,444       1,827,292
Partners' Capital (Deficit)
   Limited Partners                     1,473,599         1,771,055       1,417,880        1,497,297       1,922,091
   General Partner                    (    71,619)     (    54,697)      (   80,321)     (    93,853)    (    94,799)
Number of Units
   Outstanding                            126,306           126,306         126,306          126,306         126,306


</TABLE>

                                      -29-
<PAGE>


<TABLE>
<CAPTION>
                                                 Selected Financial Data

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

                                       2001             2000              1999             1998            1997
                                   ------------     ------------      ------------     ------------    ------------

<S>                                 <C>              <C>              <C>              <C>              <C>
Net Profits                         $1,642,743       $1,433,743       $  856,442       $  827,076        $1,000,125
Net Income:
   Limited Partners                  1,351,070        1,184,263          519,222          710,547       (   355,086)
   General Partner                      75,627           64,906           34,149           48,790            34,199
   Total                             1,426,697        1,249,169          553,371          759,337       (   320,887)
Limited Partners' Net
   Income per Unit                       11.41            10.00             4.38             6.00       (      3.00)
Limited Partners' Cash
   Distributions per Unit                16.85             7.64             4.66             9.04              8.45
Total Assets                           863,504        1,522,340        1,235,321        1,257,489         1,621,507
Partners' Capital (Deficit)
   Limited Partners                    938,292        1,583,222        1,303,959        1,336,737         1,696,190
   General Partner                 (    74,788)     (    60,882)     (    68,638)     (    79,248)      (    74,683)
Number of Units
   Outstanding                         118,449          118,449          118,449          118,449           118,449


</TABLE>

                                      -30-
<PAGE>


<TABLE>
<CAPTION>
                                                Selected Financial Data

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

                                       2001               2000             1999             1998             1997
                                   ------------       ------------     ------------     ------------     ------------

<S>                                 <C>                <C>              <C>              <C>              <C>
Net Profits                         $2,282,475         $2,468,159       $1,340,784       $1,240,100       $1,793,685
Net Income:
   Limited Partners                  1,833,293          1,897,956          796,190          739,792           97,934
   General Partner                     130,157            112,363           55,301           56,121           67,889
   Total                             1,963,450          2,010,319          851,491          795,913          165,823
Limited Partners' Net
   Income per Unit                       12.82              13.27             5.57             5.17              .68
Limited Partners' Cash
   Distributions per Unit                20.23              11.17             7.10             9.29            11.62
Total Assets                         1,552,953          2,625,065        2,314,214        2,511,782        3,112,118
Partners' Capital (Deficit)
   Limited Partners                  1,640,863          2,700,570        2,400,614        2,618,424        3,208,632
   General Partner                  (   87,910)       (    75,505)     (    86,400)     (   106,642)     (    96,514)
   Outstanding                         143,041            143,041          143,041          143,041          143,041

</TABLE>

                                      -31-
<PAGE>




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


      Use of Forward-Looking Statements and Estimates

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

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


      General Discussion

      The following  general  discussion  should be read in conjunction with the
analysis of results of operations  provided below. The  Partnerships'  revenues,
net income or loss, cash flows,  carrying value of oil and gas  properties,  and
amount of oil and gas which can be economically  produced  depend  substantially
upon the prevailing prices for oil and gas. Oil and gas prices (and consequently
the Partnerships'  profitability) depend on a number of factors which are beyond
the control of the  Partnerships.  These  factors  include  worldwide  political
instability  and terrorist  activities  (especially in  oil-producing  regions),
United Nations export embargoes,  the supply and price of foreign imports of oil
and gas, the level of consumer  product demand (which can be heavily  influenced
by weather patterns),  the level of domestic oil and gas production,  government
regulations  and taxes,  the price and  availability of alternative  fuels,  the
overall economic environment, and the availability and capacity



                                      -32-
<PAGE>



of  transportation  and  processing  facilities.  The effect of these factors on
future  oil  and  gas  industry   trends  cannot  be  accurately   predicted  or
anticipated.   In  addition,  the  domestic  oil  and  gas  industry  is  highly
competitive,  with a large number of companies  and  individuals  engaged in the
exploration and development of oil and gas properties.  Predicting future prices
is not possible. Concerning past trends, oil and gas prices in the United States
have been highly volatile for many years.

      Over the past ten years average yearly  wellhead gas prices have generally
been in the $1.50 to $2.50 per Mcf  range.  Due to  unusual  supply  and  demand
circumstances  gas  prices in late 2000 and early  2001 rose to a level not seen
since the early 1980s.  Recent economic trends and the supply/demand  ratio have
caused  natural gas prices to decline  significantly.  Substantially  all of the
Partnerships'  gas reserves are being sold on the "spot  market."  Prices on the
spot market are subject to wide seasonal and regional  pricing  fluctuations due
to the highly  competitive  nature of the spot market.  In  addition,  such spot
market  sales are  generally  short-term  in nature and are  dependent  upon the
obtaining of transportation services provided by pipelines.  Spot prices for the
Partnerships'  gas decreased  from  approximately  $6.03 per Mcf at December 31,
2000 to approximately $2.65 per Mcf at December 31, 2001. Such prices were on an
MMBTU basis and differ from the prices actually received by the Partnerships due
to transportation  and marketing costs, BTU adjustments,  and regional price and
quality differences.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel  range,  but have been  extremely  volatile over the
past three  years.  Due to global  consumption  and  supply  trends as well as a
slowdown in Asian energy demand,  oil prices in late 1997 and early 1998 reached
historically low levels,  dropping to as low as approximately  $9.25 per barrel.
The current oil price range  between the mid teens and low  twenties is somewhat
dependent  on  production  curtailment  agreements  among  major  oil  producing
nations.  Prices for the Partnerships' oil decreased from  approximately  $27.52
per barrel at December 31, 2000 to  approximately  $16.75 per barrel at December
31, 2001.

      Future  prices  for both oil and gas will  likely  be  different  from the
prices in effect on December 31, 2001. Due to the many factors and uncertainties
discussed  above, it is impossible to accurately  predict whether future oil and
gas prices will (i) stabilize, (ii) increase, or (iii) decrease.

      As discussed in the "Results of Operations" section below,  volumes of oil
and gas sold also significantly affect the Partnerships'  revenues.  Oil and gas
wells generally  produce the most oil or gas in the earlier years of their lives
and, as production continues, the rate of production naturally declines. At some
point,   production  physically  ceases  or  becomes  no  longer  economic.  The
Partnerships are not acquiring additional Net



                                      -33-
<PAGE>



Profits  Interests,  and the existing Net Profits Interests are not experiencing
significant  additional  production  through drilling or other capital projects.
Therefore,  volumes of oil and gas produced from the  properties  underlying the
Partnerships' Net Profits  Interests  naturally decline from year to year. While
it  is  difficult  for  management  to  predict  future  production  from  these
properties,  it is likely that this general trend of declining  production  will
continue.

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


      Results of Operations

      An  analysis  of the  change  in net oil and gas  operations  (oil and gas
sales, less lease operating  expenses and production taxes), is presented in the
tables following "Results of Operations" under the heading "Average Proceeds and
Units of Production."  Following is a discussion of each Partnerships results of
operations  for the year ended  December  31, 2001 as compared to the year ended
December  31, 2000 and for the year ended  December  31, 2000 as compared to the
year ended December 31, 1999.





                                      -34-
<PAGE>



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

                      Year Ended December 31, 2001 Compared
                         to Year Ended December 31, 2000
                     --------------------------------------

      Total Net Profits increased $44,924 (3.6%) in 2001 as compared to 2000. Of
this increase,  approximately (i) $147,000 was related to an increase in volumes
of oil sold and (ii) $86,000 was related to an increase in the average  price of
gas sold.  These increases were partially  offset by decreases of  approximately
(i) $86,000 related to a decrease in the average price of oil sold, (ii) $57,000
related to an increase in production  expenses,  and (iii) $45,000  related to a
decrease in volumes of gas sold.  Volumes of oil sold  increased  5,259 barrels,
while volumes of gas sold decreased  13,508 Mcf in 2001 as compared to 2000. The
increase in volumes of oil sold was  primarily  due to an increase in production
on one significant well due to the successful workover of that well during early
2001.  The increase in  production  expenses was  primarily  due to (i) workover
expenses  incurred  on  several  wells  during  2001  and  (ii) an  increase  in
production taxes associated with the increase in oil and gas sales.  Average oil
prices  decreased  to $24.22 per barrel in 2001 from  $27.94 per barrel in 2000.
Average  gas  prices  increased  to $3.62 per Mcf in 2001 from  $3.32 per Mcf in
2000.

      Depletion of Net Profits  Interests  increased  $40,700 (31.8%) in 2001 as
compared to 2000.  This  increase was primarily due to several wells being fully
depleted in 2001 due to the lack of remaining economically recoverable reserves.
This  increase was  partially  offset by upward  revisions  in the  estimates of
remaining  gas reserves at December 31,  2001.  As a percentage  of Net Profits,
this  expense  increased  to 13.0% in 2001 from 10.2% in 2000.  This  percentage
increase was  primarily  due to the dollar  increase in Depletion of Net Profits
Interests.

      General and  administrative  expenses  increased  $9,442 (7.3%) in 2001 as
compared to 2000. As a percentage of Net Profits,  these  expenses  increased to
10.7% in 2001 from 10.4% in 2000.

      Cumulative cash distributions to the Limited Partners through December 31,
2001 were $14,057,558 or 130.07% of the Limited Partners' capital contributions.


                      Year Ended December 31, 2000 Compared
                         to Year Ended December 31, 1999
                     --------------------------------------

      Total Net Profits increased  $448,046 (55.8%) in 2000 as compared to 1999.
Of this  increase,  approximately  $200,000  and  $444,000,  respectively,  were
related to increases in the average



                                      -35-
<PAGE>



prices of oil and gas sold.  These increases were partially  offset by decreases
of  approximately  $116,000 and $99,000,  respectively,  related to decreases in
volumes of oil and gas sold. Volumes of oil and gas sold decreased 6,923 barrels
and 52,962  Mcf,  respectively,  in 2000 as compared  to 1999.  The  decrease in
volumes of oil sold was primarily due to (i) normal  declines in production  and
(ii) positive prior period volume  adjustments  made by the operators on several
wells during 1999.  The decrease in volumes of gas sold was primarily due to (i)
the P-1 Partnership's receipt of a decreased percentage of sales during 2000 due
to  gas  balancing  on  two  significant  wells  and  (ii)  normal  declines  in
production.  Average oil and gas prices increased to $27.94 per barrel and $3.32
per Mcf,  respectively,  in 2000  from  $16.69  per  barrel  and  $1.86 per Mcf,
respectively, in 1999.

      Depletion of Net Profits  Interests  decreased  $43,430 (25.3%) in 2000 as
compared to 1999.  This  decrease  was  primarily  due to (i) the  decreases  in
volumes  of oil and gas sold and  (ii)  upward  revisions  in the  estimates  of
remaining  oil and gas  reserves at December 31,  2000.  As a percentage  of Net
Profits,  this  expense  decreased  to 10.2% in 2000  from  21.3% in 1999.  This
percentage  decrease was primarily due to the increases in the average prices of
oil and gas sold.

      General and  administrative  expenses  increased  $2,286 (1.8%) in 2000 as
compared to 1999. As a percentage of Net Profits,  these  expenses  decreased to
10.4% in 2000 from 15.9% in 1999. This percentage  decrease was primarily due to
the increase in Net Profits.


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

                      Year Ended December 31, 2001 Compared
                         to Year Ended December 31, 2000
                     --------------------------------------

      Total Net Profits increased $38,562 (4.0%) in 2001 as compared to 2000. Of
this increase,  approximately (i) $100,000 was related to an increase in volumes
of oil sold and (ii) $69,000 was related to an increase in the average  price of
gas sold.  These increases were partially  offset by decreases of  approximately
(i) $59,000 related to a decrease in the average price of oil sold, (ii) $47,000
related to an increase in production  expenses,  and (iii) $24,000  related to a
decrease in volumes of gas sold.  Volumes of oil sold  increased  3,587 barrels,
while volumes of gas sold  decreased  7,081 Mcf in 2001 as compared to 2000. The
increase in volumes of oil sold was  primarily  due to an increase in production
on one significant well due to the successful workover of that well during early
2001.  The increase in  production  expenses was  primarily  due to (i) workover
expenses  incurred  on  several  wells  during  2001  and  (ii) an  increase  in
production taxes associated with the increase



                                      -36-
<PAGE>



in oil and gas sales.  Average oil prices decreased to $24.25 per barrel in 2001
from $27.94 per barrel in 2000. Average gas prices increased to $3.69 per Mcf in
2001 from $3.40 per Mcf in 2000.

      Depletion of Net Profits  Interests  increased  $43,177 (41.9%) in 2001 as
compared to 2000.  This  increase was primarily due to several wells being fully
depleted in 2001 due to the lack of remaining economically recoverable reserves.
This  increase was  partially  offset by upward  revisions  in the  estimates of
remaining  gas reserves at December 31,  2001.  As a percentage  of Net Profits,
this  expense  increased  to 14.5% in 2001 from 10.6% in 2000.  This  percentage
increase was  primarily  due to the dollar  increase in Depletion of Net Profits
Interests.

      General and  administrative  expenses increased $10,963 (10.1%) in 2001 as
compared to 2000.  This  increase was primarily due to a change in allocation of
audit fees among the P-2 Partnership  and other  affiliated  partnerships.  As a
percentage of Net Profits,  these expenses increased to 11.8% in 2001 from 11.1%
in 2000.

      Cumulative cash distributions to the Limited Partners through December 31,
2001 were $10,724,561 or 119.04% of the Limited Partners' capital contributions.


                      Year Ended December 31, 2000 Compared
                         to Year Ended December 31, 1999
                     --------------------------------------

      Total Net Profits increased  $354,844 (57.3%) in 2000 as compared to 1999.
Of this  increase,  approximately  $141,000  and  $365,000,  respectively,  were
related to increases in the average prices of oil and gas sold.  These increases
were  partially  offset by  decreases  of  approximately  $84,000  and  $82,000,
respectively,  related to decreases  in volumes of oil and gas sold.  Volumes of
oil and gas sold decreased 5,065 barrels and 42,777 Mcf,  respectively,  in 2000
as compared to 1999.  The decrease in volumes of oil sold was  primarily  due to
(i)  normal  declines  in  production  and (ii)  positive  prior  period  volume
adjustments  made by the operators on several wells during 1999. The decrease in
volumes of gas sold was primarily due to (i) the P-2 Partnership's  receipt of a
decreased  percentage  of  sales  during  2000  due  to  gas  balancing  on  two
significant  wells and (ii) normal  declines in production.  Average oil and gas
prices increased to $27.94 per barrel and $3.40 per Mcf,  respectively,  in 2000
from $16.67 per barrel and $1.92 per Mcf, respectively, in 1999.

      Depletion of Net Profits  Interests  decreased  $49,048 (32.2%) in 2000 as
compared to 1999.  This  decrease  was  primarily  due to (i) the  decreases  in
volumes  of oil and gas sold and  (ii)  upward  revisions  in the  estimates  of
remaining oil and gas reserves at



                                      -37-
<PAGE>



December 31, 2000.  As a percentage  of Net Profits,  this expense  decreased to
10.6% in 2000 from 24.6% in 1999. This percentage decrease was primarily due the
increases in the average prices of oil and gas sold.

      General and  administrative  expenses  increased  $2,206 (2.1%) in 2000 as
compared to 1999. As a percentage of Net Profits,  these  expenses  decreased to
11.1% in 2000 from 17.2% in 1999. This percentage  decrease was primarily due to
the increase in Net Profits.


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

                      Year Ended December 31, 2001 Compared
                         to Year Ended December 31, 2000
                     --------------------------------------

      Total Net Profits increased $75,279 (4.2%) in 2001 as compared to 2000. Of
this increase,  approximately (i) $185,000 was related to an increase in volumes
of oil sold and (ii) $131,000 was related to an increase in the average price of
gas sold.  These increases were partially  offset by decreases of  approximately
(i)  $110,000  related  to a decrease  in the  average  price of oil sold,  (ii)
$86,000 related to an increase in production expenses, and (iii) $45,000 related
to a  decrease  in  volumes of gas sold.  Volumes  of oil sold  increased  6,613
barrels,  while volumes of gas sold decreased  13,240 Mcf in 2001 as compared to
2000.  The increase in volumes of oil sold was  primarily  due to an increase in
production on one significant  well due to the successful  workover of that well
during early 2001. The increase in production  expenses was primarily due to (i)
workover  expenses incurred on several wells during 2001 and (ii) an increase in
production taxes associated with the increase in oil and gas sales.  Average oil
prices  decreased  to $24.25 per barrel in 2001 from  $27.94 per barrel in 2000.
Average  gas  prices  increased  to $3.69 per Mcf in 2001 from  $3.40 per Mcf in
2000.

      Depletion of Net Profits  Interests  increased  $80,729 (42.1%) in 2001 as
compared to 2000.  This  increase was primarily due to several wells being fully
depleted in 2001 due to the lack of remaining economically recoverable reserves.
This  increase was  partially  offset by upward  revisions  in the  estimates of
remaining  gas reserves at December 31,  2001.  As a percentage  of Net Profits,
this  expense  increased  to 14.4% in 2001 from 10.6% in 2000.  This  percentage
increase was  primarily  due to the dollar  increase in Depletion of Net Profits
Interests.

      General and  administrative  expenses  increased  $4,551 (2.3%) in 2001 as
compared to 2000. As a percentage of Net Profits,  these  expenses  decreased to
11.0% in 2001 from 11.2% in 2000.



                                      -38-
<PAGE>




      Cumulative cash distributions to the Limited Partners through December 31,
2001 were $19,552,401 or 115.26% of the Limited Partners' capital contributions.


                      Year Ended December 31, 2000 Compared
                         to Year Ended December 31, 1999
                     --------------------------------------

      Total Net Profits increased  $655,484 (56.7%) in 2000 as compared to 1999.
Of this  increase,  approximately  $261,000  and  $681,000,  respectively,  were
related to increases in the average prices of oil and gas sold.  These increases
were  partially  offset by decreases  of  approximately  $157,000 and  $158,000,
respectively,  related to decreases  in volumes of oil and gas sold.  Volumes of
oil and gas sold decreased 9,406 barrels and 82,451 Mcf,  respectively,  in 2000
as compared to 1999.  The decrease in volumes of oil sold was  primarily  due to
(i)  normal  declines  in  production  and (ii)  positive  prior  period  volume
adjustments  made by the operators on several wells during 1999. The decrease in
volumes of gas sold was primarily due to (i) the P-3 Partnership's  receipt of a
decreased  percentage  of  sales  during  2000  due  to  gas  balancing  on  two
significant  wells and (ii) normal  declines in production.  Average oil and gas
prices increased to $27.94 per barrel and $3.40 per Mcf,  respectively,  in 2000
from $16.66 per barrel and $1.92 per Mcf, respectively, in 1999.

      Depletion of Net Profits  Interests  decreased  $92,018 (32.4%) in 2000 as
compared to 1999.  This  decrease  was  primarily  due to (i) the  decreases  in
volumes  of oil and gas sold and  (ii)  upward  revisions  in the  estimates  of
remaining  oil and gas  reserves at December 31,  2000.  As a percentage  of Net
Profits,  this  expense  decreased  to 10.6% in 2000  from  24.6% in 1999.  This
percentage  decrease was primarily due to the increases in the average prices of
oil and gas sold.

      General and  administrative  expenses  increased  $2,376 (1.2%) in 2000 as
compared to 1999. As a percentage of Net Profits,  these  expenses  decreased to
11.2% in 2000 from 17.3% in 1999. This percentage  decrease was primarily due to
the increase in Net Profits.

      Cumulative cash distributions to the Limited Partners through December 31,
2000 were $17,715,401 or 104.43% of the Limited Partners' capital contributions.




                                      -39-
<PAGE>



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

                      Year Ended December 31, 2001 Compared
                         to Year Ended December 31, 2000
                     --------------------------------------

      Total Net Profits increased  $545,921 (34.2%) in 2001 as compared to 2000.
Of this increase,  approximately (i) $450,000 and $193,000,  respectively,  were
related  to  increases  in  volumes  of oil and gas sold and (ii)  $145,000  was
related to an increase in the average price of gas sold.  These  increases  were
partially  offset by  decreases  of  approximately  (i)  $174,000  related  to a
decrease  in the  average  price  of oil sold and  (ii)  $68,000  related  to an
increase in production  expenses.  Volumes of oil and gas sold increased  15,452
barrels and 49,195 Mcf, respectively,  in 2001 as compared to 2000. The increase
in volumes of oil sold was  primarily  due to  increased  production  on several
wells  due to the  successful  recompletion  of those  wells  during  2001.  The
increase  in  volumes  of gas  sold  was  primarily  due to (i)  the  successful
completion  of a new well  during  mid 2000 and  (ii)  increased  production  on
several  wells due to the  successful  recompletion  of those wells during 2001.
These  increases were  partially  offset by normal  declines in production.  The
increase in  production  expenses was  primarily due to (i) an increase in lease
operating expenses  associated with the increases in volumes of oil and gas sold
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 wells during 2000.  Average oil prices decreased to $24.66 per barrel
in 2001 from $29.13 per barrel in 2000.  Average gas prices  increased  to $4.30
per Mcf in 2001 from $3.92 per Mcf in 2000.

      Depletion of Net Profits Interests  increased  $115,496 (87.6%) in 2001 as
compared to 2000. This increase was primarily due to (i) two  significant  wells
being  fully  depleted  in  2001  due  to the  lack  of  remaining  economically
recoverable  reserves,  (ii) the  increases in volumes of oil and gas sold,  and
(iii) two other  significant wells being  substantially  depleted in 2001. These
increases  were  partially  offset  by  upward  revisions  in the  estimates  of
remaining  oil reserves at December 31,  2001.  As a percentage  of Net Profits,
this  expense  increased  to 11.5% in 2001  from 8.3% in 2000.  This  percentage
increase was  primarily  due to the dollar  increase in Depletion of Net Profits
Interests.

      General and  administrative  expenses  increased  $5,312 (3.5%) in 2001 as
compared to 2000. As a percentage of Net Profits,  these  expenses  decreased to
7.3% in 2001 from 9.5% in 2000.  This  percentage  decrease was primarily due to
the increase in Net Profits.

      Cumulative cash distributions to the Limited Partners through December 31,
2001 were $15,326,945 or 121.35% of the Limited Partners' capital contributions.



                                      -40-
<PAGE>



                      Year Ended December 31, 2000 Compared
                         to Year Ended December 31, 1999
                     --------------------------------------

      Total Net Profits increased $849,422 (113.7%) in 2000 as compared to 1999.
Of this  increase,  approximately  $287,000  and  $584,000,  respectively,  were
related to increases in the average prices of oil and gas sold and approximately
$101,000 was related to an increase in volumes of oil sold. These increases were
partially offset by a decrease of approximately  $124,000 related to an increase
in production expenses.  Volumes of oil and gas sold increased 5,977 barrels and
339 Mcf,  respectively,  in 2000 as compared to 1999. The increase in volumes of
oil sold was  primarily  due to  increased  production  on two  wells  following
successful  workovers  completed  during late 1999.  The increase in  production
expenses was  primarily due to (i) an increase in  production  taxes  associated
with the increase in oil and gas sales and (ii)  workover  expenses  incurred on
three  significant  wells  during  2000 in  order to  improve  the  recovery  of
reserves.  Average oil and gas prices  increased  to $29.13 per barrel and $3.92
per Mcf,  respectively,  in 2000  from  $16.89  per  barrel  and  $2.20 per Mcf,
respectively, in 1999.

      Depletion of Net Profits  Interests  decreased  $68,092 (34.0%) in 2000 as
compared to 1999.  This decrease was  primarily  due to upward  revisions in the
estimates  of  remaining  oil  and gas  reserves  at  December  31,  2000.  As a
percentage of Net Profits,  this expense decreased to 8.3% in 2000 from 26.8% in
1999. This percentage decrease was primarily due to the increases in the average
prices of oil and gas sold.

      General and  administrative  expenses  increased  $2,717 (1.8%) in 2000 as
compared to 1999. As a percentage of Net Profits,  these  expenses  decreased to
9.5% in 2000 from 19.9% in 1999. This  percentage  decrease was primarily due to
the increase in Net Profits.


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

                      Year Ended December 31, 2001 Compared
                         to Year Ended December 31, 2000
                     --------------------------------------

      Total Net Profits increased  $209,000 (14.6%) in 2001 as compared to 2000.
Of this increase,  approximately  (i) $384,000 was related to an increase in the
average  price of gas sold  and  (ii)  $73,000  was  related  to a  decrease  in
production  expenses.  These  increases  were  partially  offset by decreases of
approximately  $31,000  and  $200,000,  respectively,  related to  decreases  in
volumes of oil and gas sold. Volumes of oil and gas sold decreased 1,046 barrels
and 56,947  Mcf,  respectively,  in 2001 as compared  to 2000.  The  decrease in
volumes of oil sold was  primarily  due to normal  declines in  production.  The
decrease



                                      -41-
<PAGE>



in volumes of gas sold was  primarily  due to (i) normal  declines in production
and (ii) a positive  prior period  volume  adjustment  on one  significant  well
during 2000.  These decreases were partially offset by an increase in production
on one significant  well due to the successful  recompletion of that well during
2000. The decrease in production expenses was primarily due to (i) a decrease in
lease operating expenses associated with the decreases in volumes of oil and gas
sold, (ii) workover  expenses  incurred on one significant  well during 2000 and
(iii)  negative prior period lease  operating  expense  adjustments  made by the
operator on two  significant  wells during 2000.  These decreases were partially
offset by an increase in production  taxes  associated  with the increase in oil
and gas sales.  Average oil prices  decreased  to $25.65 per barrel in 2001 from
$29.32 per barrel in 2000. Average gas prices increased to $4.39 per Mcf in 2001
from $3.52 per Mcf in 2000.

      Depletion of Net Profits  Interests  increased  $15,898 (14.3%) in 2001 as
compared to 2000. This increase was primarily due to one significant  well being
fully  depleted in 2001 due to the lack of  remaining  economically  recoverable
reserves.  This increase was partially offset by (i) the decreases in volumes of
oil and gas sold and (ii) upward revisions in the estimates of remaining oil and
gas reserves at December 31, 2001. As a percentage of Net Profits,  this expense
decreased to 7.7% in 2001 from 7.8% in 2000.

      General and  administrative  expenses  increased  $5,930 (4.2%) in 2001 as
compared to 2000. As a percentage of Net Profits,  these  expenses  decreased to
9.0% in 2001 from 9.9% in 2000.

      Cumulative cash distributions to the Limited Partners through December 31,
2001 were $10,878,759 or 91.84% of the Limited Partners' capital contributions.


                      Year Ended December 31, 2000 Compared
                         to Year Ended December 31, 1999
                     --------------------------------------

      Total Net Profits increased  $577,301 (67.4%) in 2000 as compared to 1999.
Of this increase, approximately $71,000 and $759,000, respectively, were related
to increases in the average prices of oil and gas sold and approximately $60,000
was  related  to an  increase  in  volumes  of gas sold.  These  increases  were
partially offset by a decrease of approximately  $295,000 related to an increase
in production  expenses.  Volumes of oil sold  decreased  1,031  barrels,  while
volumes  of gas sold  increased  30,224  Mcf in 2000 as  compared  to 1999.  The
decrease  in  volumes  of oil sold  was  primarily  due to  normal  declines  in
production.  The  increase in  production  expenses was  primarily  due to (i) a
positive prior period lease operating expense adjustment made by the operator on
one  significant  well during 2000, (ii) a negative prior period lease operating
expense adjustment on one



                                      -42-
<PAGE>



significant  well  during  1999,  and  (iii) an  increase  in  production  taxes
associated  with the  increase in oil and gas sales.  Average oil and gas prices
increased  to $29.32 per barrel  and $3.52 per Mcf,  respectively,  in 2000 from
$17.18 per barrel and $1.98 per Mcf, respectively, in 1999.

      Depletion of Net Profits  Interests  decreased  $58,334 (34.4%) in 2000 as
compared to 1999.  This decrease was  primarily  due to upward  revisions in the
estimates of remaining gas reserves at December 31, 2000. As a percentage of Net
Profits,  this  expense  decreased  to 7.8% in 2000  from  19.8% in  1999.  This
percentage  decrease was primarily due to the increases in the average prices of
oil and gas sold.

      General and  administrative  expenses  increased  $2,479 (1.8%) in 2000 as
compared to 1999. As a percentage of Net Profits,  these  expenses  decreased to
9.9% in 2000 from 16.3% in 1999. This  percentage  decrease was primarily due to
the increase in Net Profits.


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

                      Year Ended December 31, 2001 Compared
                         to Year Ended December 31, 2000
                     --------------------------------------

      Total Net Profits  decreased  $185,684 (7.5%) in 2001 as compared to 2000.
Of this decrease, approximately $23,000 and $473,000, respectively, were related
to  decreases  in  volumes  of oil and gas sold and  approximately  $41,000  was
related to a decrease in the average  price of oil sold.  These  decreases  were
partially offset by increases of  approximately  $226,000 related to an increase
in the  average  price  of gas  sold  and  $125,000  related  to a  decrease  in
production  expenses.  Volumes of oil and gas sold  decreased  832  barrels  and
130,459  Mcf,  respectively,  during 2001 as compared to 2000.  The  decrease in
volumes of gas sold was  primarily  due to (i) the P-6  Partnership  receiving a
reduced  percentage of sales on one significant  well during 2001 as compared to
2000 due to gas balancing and (ii) normal declines in production. As of the date
of this Annual  Report,  management  expects  the gas  balancing  adjustment  to
continue for the  foreseeable  future,  thereby  continuing  to  contribute to a
decrease in volumes of gas  produced  for the P-6  Partnership.  The decrease in
production  expenses  was  primarily  due to (i) a negative  prior  period lease
operating expense adjustment made by the operator on one significant well during
2001 and (ii) a positive prior period lease operating expense adjustment made by
the  operator  on another  significant  well  during  2000.  Average  oil prices
decreased  to $25.03 per barrel in 2001 from $28.15 per barrel in 2000.  Average
gas prices increased to $3.96 per Mcf in 2001 from $3.63 per Mcf in 2000.



                                      -43-
<PAGE>



      Depletion of Net Profits Interests  decreased  $114,343 (34.2%) in 2001 as
compared to 2000. This decrease was primarily due to (i) two  significant  wells
being  fully  depleted  in  2000  due  to the  lack  of  remaining  economically
recoverable reserves and (ii) upward revisions in the estimates of remaining gas
reserves at December 31,  2001.  As a  percentage  of Net Profits,  this expense
decreased  to 9.6% in 2001 from  13.5% in 2000.  This  percentage  decrease  was
primarily due to the dollar decrease in Depletion of Net Profits Interests.

      General and  administrative  expenses  increased  $3,911 (2.3%) in 2001 as
compared to 2000. As a percentage of Net Profits,  these  expenses  increased to
7.7% in 2001 from 6.9% in 2000.  This  percentage  increase was primarily due to
the decrease in Net Profits.

      Cumulative cash distributions to the Limited Partners through December 31,
2001 were $15,283,248 or 106.85% of the Limited Partners' capital contributions.


                      Year Ended December 31, 2000 Compared
                         to Year Ended December 31, 1999
                     --------------------------------------

      Total Net  Profits  increased  $1,127,375  (84.1%) in 2000 as  compared to
1999. Of this increase,  approximately  $166,000 and  $1,363,000,  respectively,
were  related to  increases  in the  average  prices of oil and gas sold.  These
increases  were  partially  offset by  decreases of  approximately  (i) $194,000
related to a decrease  in  volumes of gas sold and (ii)  $155,000  related to an
increase in production  expenses.  Volumes of oil and gas sold  decreased  3,205
barrels  and 100,133  Mcf,  respectively,  during 2000 as compared to 1999.  The
decrease  in volumes of oil sold was  primarily  due to (i) normal  declines  in
production  and (ii)  declining oil sales in 2000 on several wells in one field.
The  decrease  in volumes of gas sold was  primarily  due to normal  declines in
production.  The increase in  production  expenses was  primarily  due to (i) an
increase in production  taxes  associated with the increase in oil and gas sales
and (ii) a positive prior period lease operating expense  adjustment made by the
operator  on one  significant  well  during  2000.  Average  oil and gas  prices
increased  to $28.15 per barrel  and $3.63 per Mcf,  respectively,  in 2000 from
$16.29 per barrel and $1.94 per Mcf, respectively, in 1999.

      Depletion  of Net Profits  Interests  increased  $4,026  (1.2%) in 2000 as
compared to 1999. This increase was primarily due to two significant wells being
fully  depleted in 2000 due to the lack of  remaining  economically  recoverable
reserves.  This increase was substantially offset by (i) upward revisions in the
estimates  of  remaining  oil and gas reserves at December 31, 2000 and (ii) the
decreases in volumes of oil and gas sold. As a percentage  of Net Profits,  this
expense decreased to 13.5% in



                                      -44-
<PAGE>



2000 from 24.6% in 1999.  This  percentage  decrease was  primarily due to the
increases in the average prices of oil and gas sold.

      General and  administrative  expenses  increased  $2,238 (1.3%) in 2000 as
compared to 1999. As a percentage of Net Profits,  these  expenses  decreased to
6.9% in 2000 from 12.6% in 1999. This  percentage  decrease was primarily due to
the increase in Net Profits.


      Average Proceeds and Units of Production

      The following  tables are  comparisons of the annual  equivalent  units of
production  (one  barrel  of oil or six Mcf of gas)  and  the  average  proceeds
received  per  equivalent   unit  of  production  for  the  oil  and  gas  sales
attributable to the  Partnerships'  Net Profits for the years ended December 31,
2001, 2000, and 1999.



                                      -45-
<PAGE>




                              2001 Compared to 2000
                              ---------------------

                   Equivalent Units                   Average Proceeds
                    of Production                    per Equivalent Unit
              -----------------------------       --------------------------
   P/ship      2001      2000      % Change        2001     2000    % Change
   ------     -------   -------    --------       ------   ------   --------

    P-1        71,568    68,560         4%        $18.10   $18.24     ( 1%)
    P-2        56,036    53,629         4%         18.07    18.16       -
    P-3       104,363    99,956         4%         18.08    18.12       -
    P-4       103,670    80,019        30%         20.66    19.95       4%
    P-5        77,813    88,351       (12%)        21.11    16.23      30%
    P-6       126,352   148,927       (15%)        18.06    16.57       9%

                              2000 Compared to 1999
                              ---------------------

                   Equivalent Units                   Average Proceeds
                    of Production                    per Equivalent Unit
              -----------------------------       --------------------------
   P/ship      2000      1999      % Change        2000     1999    % Change
   ------     -------   -------    --------       ------   ------   --------

    P-1        68,560    84,310       (19%)       $18.24   $ 9.52       92%
    P-2        53,629    65,824       (19%)        18.16     9.40       93%
    P-3        99,956   123,104       (19%)        18.12     9.39       93%
    P-4        80,019    73,985         8%         19.95    10.09       98%
    P-5        88,351    84,344         5%         16.23    10.15       60%
    P-6       148,927   168,821       (12%)        16.57     7.94      109%


      Liquidity and Capital Resources

      Net  proceeds  from  operations  less  necessary   operating  capital  are
distributed to the Limited  Partners on a quarterly  basis.  See "Item 5. Market
for Units and Related  Limited  Partner  Matters." The net proceeds from the Net
Profits  Interests  are not  reinvested  in  productive  assets.  Assuming  2001
production levels for future years, the Partnerships'  proved reserve quantities
at December 31, 2001 would have the following remaining lives:

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

                P-1               6.1             6.6
                P-2               6.5             6.9
                P-3               6.5             6.9
                P-4               5.3             2.3
                P-5               5.3             6.3
                P-6               5.8             7.1



                                      -46-
<PAGE>




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, 2001
may cause a decrease in the estimated life of said reserves.

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

      The Partnerships sold certain Net Profits Interests during 2001, 2000, and
1999.   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  2001,  2000,  and 1999,  were as
follows:

      Partnership          2001             2000             1999
      -----------        -------          -------           ------

          P-1            $17,521          $63,928           $3,456
          P-2             12,788           46,790            3,994
          P-3             23,925           86,679            7,398
          P-4              3,414           21,922            6,453
          P-5             43,097           54,584              -
          P-6             52,686           25,726              -

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

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



                                      -47-
<PAGE>



therefore,  it is possible that the Partnerships' future cash distributions will
decline as a result of a reduction of the Partnerships' reserve base.


      New Accounting Pronouncements

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

      In  July  2001,  the  FASB  issued  FAS No.  143,  "Accounting  for  Asset
Retirement  Obligations",  which is effective for fiscal years  beginning  after
June 15, 2002 (January 1, 2003 for the  Partnerships).  FAS No. 143 will require
the recording of the fair value of liabilities associated with the retirement of
long-lived  assets (mainly plugging and abandonment  costs for the Partnerships'
depleted  wells),  in the period in which the  liabilities  are incurred (at the
time the wells are drilled).  Management  has not yet  determined  the effect of
adopting this statement on the Partnerships'  financial  condition or results of
operations.

      In  August  2001,  the  FASB  issued  FAS  No.  144,  "Accounting  for the
Impairment  or Disposal of  Long-Lived  Assets",  which is effective  for fiscal
years beginning after December 15, 2001 (January 1, 2002 for the  Partnerships).
This  statement  supersedes  FAS  No.  121  "Accounting  for the  Impairment  of
Long-Lived  Assets and for Long-Lived  Assets to be Disposed Of". The provisions
of FAS No. 144, as they relate to the Partnerships,  are essentially the same as
FAS No.  121 and thus  are not  expected  to have a  significant  effect  on the
Partnerships' financial condition or results of operations.


      Inflation and Changing Prices

      Prices obtained for oil and gas production  depend upon numerous  factors,
including the extent of domestic and foreign production, foreign imports of oil,
market  demand,  domestic  and  foreign  economic  conditions  in  general,  and
governmental  regulations  and tax laws.  The general  level of inflation in the
economy did not have a material effect on the operations of the  Partnerships in
2001. 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."




                                      -48-
<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 14
hereof.


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

      None.


                                   PART III.

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER

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

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

      Dennis R. Neill          49      President and Director

      Judy K. Fox              50      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.



                                      -49-
<PAGE>



      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 2001 of reports required under Section 16 of the Securities  Exchange Act
of 1934.


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  2001,  2000,  and 1999,  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         2001          2000         1999
            -----------       --------      --------     --------

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

      None  of  the  officers  or  directors  of  the  General  Partner  receive
compensation  directly from the  Partnerships.  The  Partnerships  reimburse the
General Partner or its affiliates for



                                      -50-
<PAGE>



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 2001, 2000, and 1999:



                                      -51-
<PAGE>
<TABLE>
<CAPTION>
                                                  Salary Reimbursements

                                                     P-1 Partnership
                                                     ---------------
                                                                           Long Term Compensation
                                                                    -----------------------------------
                                       Annual Compensation                  Awards              Payouts
                                 ------------------------------      -----------------------    -------
                                                                                    Securi-
                                                         Other                       ties                     All
     Name                                                Annual     Restricted      Under-                   Other
      and                                               Compen-       Stock         lying        LTIP       Compen-
   Principal                     Salary      Bonus      sation       Award(s)      Options/     Payouts     sation
   Position               Year     ($)        ($)         ($)          ($)          SARs(#)       ($)         ($)
---------------           ----   -------    -------     -------     ----------     --------     -------     -------
<S>                       <C>    <C>          <C>         <C>         <C>            <C>          <C>         <C>
Dennis R. Neill,
President(1)(2)           1999     -          -           -           -              -            -           -
                          2000     -          -           -           -              -            -           -
                          2001     -          -           -           -              -            -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)             1999   $69,485      -           -           -              -            -           -
                          2000   $67,517      -           -           -              -            -           -
                          2001   $63,160      -           -           -              -            -           -

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

                                      -52-
<PAGE>



<TABLE>
<CAPTION>
                                                  Salary Reimbursements

                                                     P-2 Partnership
                                                     ---------------
                                                                           Long Term Compensation
                                                                    -----------------------------------
                                       Annual Compensation                  Awards              Payouts
                                 ------------------------------      -----------------------    -------
                                                                                    Securi-
                                                         Other                       ties                     All
     Name                                                Annual     Restricted      Under-                   Other
      and                                               Compen-       Stock         lying        LTIP       Compen-
   Principal                     Salary      Bonus      sation       Award(s)      Options/     Payouts     sation
   Position               Year     ($)        ($)         ($)          ($)          SARs(#)       ($)         ($)
---------------           ----   -------    -------     -------     ----------     --------     -------     -------
<S>                       <C>    <C>          <C>         <C>         <C>            <C>          <C>         <C>
Dennis R. Neill,
President(1)(2)            1999      -         -           -           -              -           -           -
                           2000      -         -           -           -              -           -           -
                           2001      -         -           -           -              -           -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)              1999    $57,926     -           -           -              -           -           -
                           2000    $56,285     -           -           -              -           -           -
                           2001    $52,653     -           -           -              -           -           -

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

</TABLE>

                                      -53-
<PAGE>




<TABLE>
<CAPTION>
                                                  Salary Reimbursements

                                                     P-3 Partnership
                                                     ---------------
                                                                           Long Term Compensation
                                                                    -----------------------------------
                                       Annual Compensation                  Awards              Payouts
                                 ------------------------------      -----------------------    -------
                                                                                    Securi-
                                                         Other                       ties                     All
     Name                                                Annual     Restricted      Under-                   Other
      and                                               Compen-       Stock         lying        LTIP       Compen-
   Principal                     Salary      Bonus      sation       Award(s)      Options/     Payouts     sation
   Position               Year     ($)        ($)         ($)          ($)          SARs(#)       ($)         ($)
---------------           ----   -------    -------     -------     ----------     --------     -------     -------
<S>                       <C>      <C>          <C>         <C>         <C>           <C>          <C>        <C>
Dennis R. Neill,
President(1)(2)           1999       -           -           -           -             -            -         -
                          2000       -           -           -           -             -            -         -
                          2001       -           -           -           -             -            -         -

All Executive
Officers,
Directors,
and Employees
as a group(2)             1999     $109,064      -           -           -             -            -         -
                          2000     $105,975      -           -           -             -            -         -
                          2001     $ 99,137      -           -           -             -            -         -
----------
(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>

                                      -54-
<PAGE>




<TABLE>
<CAPTION>
                                                  Salary Reimbursements

                                                     P-4 Partnership
                                                     ---------------
                                                                           Long Term Compensation
                                                                    -----------------------------------
                                       Annual Compensation                  Awards              Payouts
                                 ------------------------------      -----------------------    -------
                                                                                    Securi-
                                                         Other                       ties                     All
     Name                                                Annual     Restricted      Under-                   Other
      and                                               Compen-       Stock         lying        LTIP       Compen-
   Principal                     Salary      Bonus      sation       Award(s)      Options/     Payouts     sation
   Position               Year     ($)        ($)         ($)          ($)          SARs(#)       ($)         ($)
---------------           ----   -------    -------     -------     ----------     --------     -------     -------
<S>                       <C>    <C>          <C>         <C>         <C>            <C>          <C>         <C>
Dennis R. Neill,
President(1)(2)           1999       -          -          -           -              -             -         -
                          2000       -          -          -           -              -             -         -
                          2001       -          -          -           -              -             -         -

All Executive
Officers,
Directors,
and Employees
as a group(2)             1999     $81,212      -          -           -              -             -         -
                          2000     $78,912      -          -           -              -             -         -
                          2001     $73,819      -          -           -              -             -         -
----------
(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>


                                      -55-
<PAGE>



<TABLE>
<CAPTION>
                                                  Salary Reimbursements

                                                     P-5 Partnership
                                                     ---------------
                                                                           Long Term Compensation
                                                                    -----------------------------------
                                       Annual Compensation                  Awards              Payouts
                                 ------------------------------      -----------------------    -------
                                                                                    Securi-
                                                         Other                       ties                     All
     Name                                                Annual     Restricted      Under-                   Other
      and                                               Compen-       Stock         lying        LTIP       Compen-
   Principal                     Salary      Bonus      sation       Award(s)      Options/     Payouts     sation
   Position               Year     ($)        ($)         ($)          ($)          SARs(#)       ($)         ($)
---------------           ----   -------    -------     -------     ----------     --------     -------     -------
<S>                       <C>    <C>           <C>         <C>         <C>            <C>          <C>         <C>
Dennis R. Neill,
President(1)(2)           1999       -           -         -           -              -             -         -
                          2000       -           -         -           -              -             -         -
                          2001       -           -         -           -              -             -         -
All Executive
Officers,
Directors,
and Employees
as a group(2)             1999     $76,155       -         -           -              -             -         -
                          2000     $73,998       -         -           -              -             -         -
                          2001     $69,222       -         -           -              -             -         -
----------
(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>

                                      -56-
<PAGE>


<TABLE>
<CAPTION>
                                                  Salary Reimbursements

                                                     P-6 Partnership
                                                     ---------------
                                                                           Long Term Compensation
                                                                    -----------------------------------
                                       Annual Compensation                  Awards              Payouts
                                 ------------------------------      -----------------------    -------
                                                                                    Securi-
                                                         Other                       ties                     All
     Name                                                Annual     Restricted      Under-                   Other
      and                                               Compen-       Stock         lying        LTIP       Compen-
   Principal                     Salary      Bonus      sation       Award(s)      Options/     Payouts     sation
   Position               Year     ($)        ($)         ($)          ($)          SARs(#)       ($)         ($)
---------------           ----   -------    -------     -------     ----------     --------     -------     -------
<S>                       <C>      <C>          <C>         <C>         <C>           <C>         <C>         <C>
Dennis R. Neill,
President(1)(2)           1999       -           -           -           -             -           -          -
                          2000       -           -           -           -             -           -          -
                          2001       -           -           -           -             -           -          -

All Executive
Officers,
Directors,
and Employees
as a group(2)             1999     $91,964       -           -           -             -           -          -
                          2000     $89,360       -           -           -             -           -          -
                          2001     $83,593       -           -           -             -           -          -
----------
(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>

                                      -57-
<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 February 1, 2002 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                              24,145     (22.3%)

   All affiliates, directors, and officers of
      the General Partner as a group and the
      General Partner (4 persons)                        24,145     (22.3%)





                                      -58-
<PAGE>



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

   Samson Resources Company                              25,068     (27.8%)

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

   All affiliates, directors, and officers
      of the General Partner as a group and
      the General Partner (4 persons)                    25,068     (27.8%)


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

   Samson Resources Company                              61,717     (36.4%)

   All affiliates, directors, and officers
      of the General Partner as a group and
      the General Partner (4 persons)                    61,717     (36.4%)

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

   Samson Resources Company                              28,403     (22.5%)

   All affiliates, directors, and officers
      of the General Partner as a group and
      the General Partner (4 persons)                    28,403     (22.5%)


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

   Samson Resources Company                              24,192     (20.4%)

   All affiliates, directors, and officers
      of the General Partner as a group and
      the General Partner (4 persons)                    24,192     (20.4%)




                                      -59-
<PAGE>



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

   Samson Resources Company                              17,220     (12.0%)

   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)                    17,220     (12.0%)


ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

      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



                                      -60-
<PAGE>



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.


                                    PART IV.

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

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

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

            Geodyne Institutional/Pension Energy Income P-1 Limited Partnership
            Geodyne Institutional/Pension Energy Income P-2 Limited Partnership
            Geodyne Institutional/Pension Energy Income Limited Partnership P-3
            Geodyne Institutional/Pension Energy Income Limited Partnership P-4
            Geodyne Institutional/Pension Energy Income Limited Partnership P-5
            Geodyne Institutional/Pension Energy Income Limited Partnership P-6

            as of December  31, 2001 and 2000 and for each of the three years in
            the period ended December 31, 2001 are filed as part of this report:

            Report of Independent Accountants
            Combined Balance Sheets
            Combined Statements of Operations
            Combined Statements of Changes in



                                      -61-
<PAGE>



                  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.

*4.2        Amended  and  Restated  Agreement  of  Limited  Partnership  dated
            October  25,  1988 for the  Geodyne  Institutional/Pension  Energy
            Income P-1 Limited Partnership.

*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.

*4.4        Second Amendment to Certificate of Limited  Partnership dated July
            1, 1996 for the Geodyne  Institutional/Pension  Energy  Income P-1
            Limited Partnership.

*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.

*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.

*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.


*4.8        Certificate of Limited  Partnership  dated  September 29, 1988 for
            the  Geodyne  Institutional/  Pension  Energy  Income P-2  Limited
            Partnership.




                                      -62-
<PAGE>



*4.9        Amended  and  Restated  Agreement  of  Limited  Partnership  dated
            February  9,  1989 for the  Geodyne  Institutional/Pension  Energy
            Income P-2 Limited Partnership.

*4.10       First  Amendment to  Certificate  of Limited  Partnership  and First
            Amendment to Amended and Restated  Agreement of Limited  Partnership
            dated  February  24,  1993,  for the  Geodyne  Institutional/Pension
            Energy Income P-2 Limited Partnership.

*4.11       Second Amendment to Certificate of Limited  Partnership dated July
            1, 1996 for the Geodyne  Institutional/Pension  Energy  Income P-2
            Limited Partnership.

*4.12       Second  Amendment  to  Amended  and  Restated  Agreement  of Limited
            Partnership    dated    August   4,    1993,    for   the    Geodyne
            Institutional/Pension Energy Income P-2 Limited Partnership.

*4.13       Third  Amendment  to  Amended  and  Restated  Agreement  of  Limited
            Partnership    dated    August   31,    1995,    for   the   Geodyne
            Institutional/Pension Energy Income P-2 Limited Partnership.

*4.14       Fourth  Amendment  to  Amended  and  Restated  Agreement  of Limited
            Partnership    dated    July    1,    1996,    for    the    Geodyne
            Institutional/Pension Energy Income P-2 Limited Partnership.


*4.15       Certificate  of Limited  Partnership  dated  February 13, 1989 for
            the  Geodyne   Institutional/   Pension   Energy  Income   Limited
            Partnership P-3.

*4.16       Amended and Restated  Agreement of Limited  Partnership  dated May
            10,  1989  for the  Geodyne  Institutional/Pension  Energy  Income
            Limited Partnership P-3.

*4.17       First  Amendment to  Certificate  of Limited  Partnership  and First
            Amendment to Amended and Restated  Agreement of Limited  Partnership
            dated  February  24,  1993,  for the  Geodyne  Institutional/Pension
            Energy Income Limited Partnership P-3.

*4.18       Second Amendment to Certificate of Limited  Partnership dated July
            1,  1996  for  the  Geodyne  Institutional/Pension  Energy  Income
            Limited Partnership P-3.

*4.19       Second  Amendment  to Amended and  Restated  Agreement  of Limited
            Partnership dated August 4, 1993, for the



                                      -63-
<PAGE>



            Geodyne  Institutional/Pension  Energy Income Limited  Partnership
            P-3.

*4.20       Third  Amendment  to  Amended  and  Restated  Agreement  of  Limited
            Partnership    dated    August   31,    1995,    for   the   Geodyne
            Institutional/Pension Energy Income Limited Partnership P-3.

*4.21       Fourth  Amendment  to  Amended  and  Restated  Agreement  of Limited
            Partnership    dated    July    1,    1996,    for    the    Geodyne
            Institutional/Pension Energy Income Limited Partnership P-3.


*4.22       Certificate  of  Limited  Partnership  dated May 10,  1989 for the
            Geodyne  Institutional/  Pension Energy Income Limited Partnership
            P-4.

*4.23       Amended  and  Restated  Agreement  of  Limited  Partnership  dated
            November  20,  1989 for the Geodyne  Institutional/Pension  Energy
            Income Limited Partnership P-4.

*4.24       First  Amendment to  Certificate  of Limited  Partnership  and First
            Amendment to Amended and Restated  Agreement of Limited  Partnership
            dated  February  24,  1993,  for the  Geodyne  Institutional/Pension
            Energy Income Limited Partnership P-4.

*4.25       Second Amendment to Certificate of Limited  Partnership dated July
            1,  1996  for  the  Geodyne  Institutional/Pension  Energy  Income
            Limited Partnership P-4.

*4.26       Second  Amendment  to  Amended  and  Restated  Agreement  of Limited
            Partnership    dated    August   4,    1993,    for   the    Geodyne
            Institutional/Pension Energy Income Limited Partnership P-4.

*4.27       Third  Amendment  to  Amended  and  Restated  Agreement  of  Limited
            Partnership    dated    August   31,    1995,    for   the   Geodyne
            Institutional/Pension Energy Income Limited Partnership P-4.

*4.28       Fourth  Amendment  to  Amended  and  Restated  Agreement  of Limited
            Partnership    dated    July    1,    1996,    for    the    Geodyne
            Institutional/Pension Energy Income Limited Partnership P-4.


*4.29       Certificate of Limited  Partnership dated November 9, 1989 for the
            Geodyne  Institutional/  Pension Energy Income Limited Partnership
            P-5.



                                      -64-
<PAGE>



*4.30       Amended  and  Restated  Agreement  of  Limited  Partnership  dated
            February  26,  1990 for the Geodyne  Institutional/Pension  Energy
            Income Limited Partnership P-5.

*4.31       First  Amendment to  Certificate  of Limited  Partnership  and First
            Amendment to Amended and Restated  Agreement of Limited  Partnership
            dated  February  24,  1993,  for the  Geodyne  Institutional/Pension
            Energy Income Limited Partnership P-5.

*4.32       Second Amendment to Certificate of Limited  Partnership dated July
            1,  1996  for  the  Geodyne  Institutional/Pension  Energy  Income
            Limited Partnership P-5.

*4.33       Second  Amendment  to  Amended  and  Restated  Agreement  of Limited
            Partnership    dated    August   4,    1993,    for   the    Geodyne
            Institutional/Pension Energy Income Limited Partnership P-5.

*4.34       Third  Amendment  to  Amended  and  Restated  Agreement  of  Limited
            Partnership    dated    August   31,    1995,    for   the   Geodyne
            Institutional/Pension Energy Income Limited Partnership P-5.

*4.35       Fourth  Amendment  to  Amended  and  Restated  Agreement  of Limited
            Partnership    dated    July    1,    1996,    for    the    Geodyne
            Institutional/Pension Energy Income Limited Partnership P-5.

*4.36       Certificate  of Limited  Partnership  dated  November 28, 1989 for
            the  Geodyne   Institutional/   Pension   Energy  Income   Limited
            Partnership P-6.

*4.37       Amended  and  Restated  Agreement  of  Limited  Partnership  dated
            October  5,  1990  for the  Geodyne  Institutional/Pension  Energy
            Income Limited Partnership P-6.

*4.38       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.

*4.39       Second Amendment to Certificate of Limited  Partnership dated July
            1,  1996  for  the  Geodyne  Institutional/Pension  Energy  Income
            Limited Partnership P-6.

*4.40       Second  Amendment  to Amended and  Restated  Agreement  of Limited
            Partnership dated August 4, 1993, for the



                                      -65-
<PAGE>



            Geodyne  Institutional/Pension  Energy Income Limited  Partnership
            P-6.

*4.41       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.

*4.42       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.

*10.1       Amended and Restated Agreement of Partnership dated October 25, 1988
            for the Geodyne NPI Partnership P-1.

*10.2       First  Amendment  to Amended and Restated  Agreement of  Partnership
            dated February 26, 1993 for the Geodyne NPI Partnership P-1.

*10.3       Second  Amendment to Amended and Restated  Agreement of  Partnership
            dated July 1, 1996 for the Geodyne NPI Partnership P-1.

*10.4       Amended and Restated Agreement of Partnership dated February 9, 1989
            for the Geodyne NPI Partnership P-2.

*10.5       First  Amendment  to Amended and Restated  Agreement of  Partnership
            dated February 26, 1993 for the Geodyne NPI Partnership P-2.

*10.6       Second  Amendment to Amended and Restated  Agreement of  Partnership
            dated July 1, 1996 for the Geodyne NPI Partnership P-2.

*10.7       Agreement of  Partnership  dated  February 9, 1989 for the Geodyne
            NPI Partnership P-3.

*10.8       First Amendment to Agreement of Partnership  dated February 26, 1993
            for the Geodyne NPI Partnership P-3.

*10.9       Second Amendment to Agreement of Partnership  dated July 1, 1996 for
            the Geodyne NPI Partnership P-3.

*10.10      Agreement of Partnership  dated April 24, 1989 for the Geodyne NPI
            Partnership P-4.

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



                                      -66-
<PAGE>



*10.12      Second Amendment to Agreement of Partnership dated July 1, 1996 for
            the Geodyne NPI Partnership P-4.

*10.13      Agreement of  Partnership  dated  October 27, 1989 for the Geodyne
            NPI Partnership P-5.

*10.14      First Amendment to Agreement of Partnership  dated February 26, 1993
            for the Geodyne NPI Partnership P-5.

*10.15      Second Amendment to Agreement of Partnership  dated July 1, 1996 for
            the Geodyne NPI Partnership P-5.

*10.16      Agreement of  Partnership  dated November 28, 1989 for the Geodyne
            NPI Partnership P-6.

*10.17      First Amendment to Agreement of Partnership  dated February 26, 1993
            for the Geodyne NPI Partnership P-6.

*10.18      Second Amendment to Agreement of Partnership  dated July 1, 1996 for
            the Geodyne NPI Partnership P-6.

*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 P-2 Limited Partnership.

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

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

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

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

      All other Exhibits are omitted as inapplicable.

      ----------

      *Filed herewith.



                                      -67-
<PAGE>




      (b)   Reports on Form 8-K filed during the fourth quarter of 2001.

            None.


                                     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 P-2 LIMITED PARTNERSHIP
                              GEODYNE INSTITUTIONAL/PENSION ENERGY
                                   INCOME LIMITED PARTNERSHIP P-3
                              GEODYNE INSTITUTIONAL/PENSION ENERGY
                                   INCOME  LIMITED  PARTNERSHIP  P-4
                              GEODYNE INSTITUTIONAL/PENSION ENERGY
                                   INCOME LIMITED PARTNERSHIP P-5
                              GEODYNE INSTITUTIONAL/PENSION ENERGY
                                   INCOME LIMITED PARTNERSHIP P-6

                              By:   GEODYNE RESOURCES, INC.
                                    General Partner
                                    February 26, 2002


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

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

By:   //s//Dennis R. Neill      President and            February 26, 2002
      -------------------       Director (Principal
          Dennis R. Neill       Executive Officer)

      //s//Craig D. Loseke      Chief Financial          February 26, 2002
      -------------------       Officer (Principal
          Craig D. Loseke       Accounting and
                                Financial Officer)

      //s//Judy K. Fox          Secretary                February 26, 2002
      -------------------
          Judy K. Fox



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

                        REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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

      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, 2001 and 2000, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2001, in conformity  with  accounting  principles
generally accepted in the United States of America.  These financial  statements
are the responsibility of the Partnerships' management; our responsibility is to
express  an  opinion  on these  financial  statements  based on our  audits.  We
conducted our audits of these  financial  statements in accordance with auditing
standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.






                                    PricewaterhouseCoopers LLP




Tulsa, Oklahoma
February 18, 2002








                                      F-1
<PAGE>




       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
                           GEODYNE NPI PARTNERSHIP P-1
                             Combined Balance Sheets
                           December 31, 2001 and 2000


                                     ASSETS
                                     ------

                                               2001              2000
                                           ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                $  182,282        $  284,937
   Accounts receivable:
      Net Profits                              124,712           280,155
                                             ---------         ---------

         Total current assets               $  306,994        $  565,092

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method               783,748           892,090
                                             ---------         ---------

                                            $1,090,742        $1,457,182
                                             =========         =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                         ($   77,557)      ($   64,717)
   Limited Partners, issued and
     outstanding, 108,074 Units              1,168,299         1,521,899
                                             ---------         ---------

         Total Partners' capital            $1,090,742        $1,457,182
                                             =========         =========




              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, 2001, 2000, and 1999

                                   2001              2000             1999
                                ----------        ----------        --------
REVENUES:
   Net Profits                  $1,295,509        $1,250,585        $802,539
   Interest income                   9,877            10,634           4,639
   Gain on sale of
      Net Profits Interests         17,521            58,071             698
                                 ---------         ---------         -------
                                $1,322,907        $1,319,290        $807,876

COSTS AND EXPENSES:
   Depletion of
      Net Profits Interests     $  168,596        $  127,896        $171,326
   General and
      administrative               139,215           129,773         127,487
                                 ---------         ---------         -------
                                $  307,811        $  257,669        $298,813
                                 ---------         ---------         -------

NET INCOME                      $1,015,096        $1,061,621        $509,063
                                 =========         =========         =======
GENERAL PARTNER -
   NET INCOME                   $  115,696        $  116,609        $ 65,862
                                 =========         =========         =======
LIMITED PARTNERS -
   NET INCOME                   $  899,400        $  945,012        $443,201
                                 =========         =========         =======
NET INCOME
   per Unit                     $     8.32        $     8.74        $   4.10
                                 =========         =========         =======
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, 2001, 2000, and 1999


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

Balance, Dec. 31, 1998         $1,455,686         ($ 82,899)       $1,372,787
   Net income                     443,201            65,862           509,063
   Cash distributions         (   467,000)        (  60,380)      (   527,380)
                                ---------           -------         ---------

Balance, Dec. 31, 1999         $1,431,887         ($ 77,417)       $1,354,470
   Net income                     945,012           116,609         1,061,621
   Cash distributions         (   855,000)        ( 103,909)      (   958,909)
                                ---------           -------         ---------

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

Balance, Dec. 31, 2001         $1,168,299         ($ 77,557)       $1,090,742
                                =========           =======         =========



              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, 2001, 2000, and 1999

                                     2001              2000             1999
                                 ------------      ------------      ----------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                     $1,015,096        $1,061,621        $509,063
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depletion of Net
         Profits Interests           168,596           127,896         171,326
      Gain on sale of
         Net Profits Interests   (    17,521)      (    58,071)      (     698)
      (Increase)decrease in
         accounts receivable
         - Net Profits               155,443       (   112,254)      (  59,461)
                                   ---------         ---------         -------

   Net cash provided by
      operating activities        $1,321,614        $1,019,192        $620,230
                                   ---------         ---------         -------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures          ($   60,254)      ($   22,017)      ($ 13,017)
   Proceeds from sale of
      Net Profits Interests           17,521            63,928           3,456
                                   ---------         ---------         -------

   Net cash provided (used) by
      investing activities       ($   42,733)       $   41,911       ($  9,561)
                                   ---------         ---------         -------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions            ($1,381,536)      ($  958,909)      ($527,380)
                                   ---------         ---------         -------
   Net cash used by financing
      activities                 ($1,381,536)      ($  958,909)      ($527,380)
                                   ---------         ---------         -------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS     ($  102,655)       $  102,194        $ 83,289

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD            284,937           182,743          99,454
                                   ---------         ---------         -------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                $  182,282        $  284,937        $182,743
                                   =========         =========         =======

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


                                      F-5
<PAGE>



                        REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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

      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-2  Limited
Partnership,  a Texas limited  partnership,  and Geodyne NPI Partnership P-2, an
Oklahoma  general  partnership,  at December 31, 2001 and 2000, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2001, in conformity  with  accounting  principles
generally accepted in the United States of America.  These financial  statements
are the responsibility of the Partnerships' management; our responsibility is to
express  an  opinion  on these  financial  statements  based on our  audits.  We
conducted our audits of these  financial  statements in accordance with auditing
standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.








                                    PricewaterhouseCoopers LLP




Tulsa, Oklahoma
February 18, 2002




                                      F-6
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP
                           GEODYNE NPI PARTNERSHIP P-2
                             Combined Balance Sheets
                           December 31, 2001 and 2000


                                     ASSETS
                                     ------

                                                2001               2000
                                             ----------        ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $141,777          $  223,864
   Accounts receivable:
      Net Profits                              100,510             229,168
                                               -------           ---------

         Total current assets                 $242,287          $  453,032

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method               676,999             761,996
                                               -------           ---------

                                              $919,286          $1,215,028
                                               =======           =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($ 55,787)        ($   48,478)
   Limited Partners, issued and
     outstanding, 90,094 Units                 975,073           1,263,506
                                               -------           ---------

         Total Partners' capital              $919,286          $1,215,028
                                               =======           =========

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



                                      F-7
<PAGE>




       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP
                           GEODYNE NPI PARTNERSHIP P-2
                        Combined Statements of Operations
              For the Years Ended December 31, 2001, 2000, and 1999

                                          2001            2000           1999
                                       ----------      ----------      --------
REVENUES:
   Net Profits                         $1,012,296      $  973,734      $618,890
   Interest income                          7,586           8,302         3,769
   Gain on sale of
      Net Profits Interests                12,595          40,814           472
                                        ---------       ---------       -------

                                       $1,032,477      $1,022,850      $623,131

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests                $  146,331      $  103,154      $152,202
   General and
      administrative                      119,504         108,541       106,335
                                        ---------       ---------       -------
                                       $  265,835      $  211,695      $258,537
                                        ---------       ---------       -------

NET INCOME                             $  766,642      $  811,155      $364,594
                                        =========       =========       =======
GENERAL PARTNER -
   NET INCOME                          $   89,075      $   89,569      $ 31,057
                                        =========       =========       =======
LIMITED PARTNERS -
   NET INCOME                          $  677,567      $  721,586      $333,537
                                        =========       =========       =======
NET INCOME
   per Unit                            $     7.52      $     8.01      $   3.70
                                        =========       =========       =======
UNITS OUTSTANDING                          90,094          90,094        90,094
                                        =========       =========       =======

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




                                      F-8
<PAGE>




       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP
                           GEODYNE NPI PARTNERSHIP P-2
          Combined Statements of Changes in Partners' Capital (Deficit)
              For the Years Ended December 31, 2001, 2000, and 1999


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

Balance, Dec. 31, 1998         $1,243,383         ($70,704)        $1,172,679
   Net income                     333,537           31,057            364,594
   Cash distributions         (   381,000)        ( 16,938)       (   397,938)
                                ---------           ------          ---------

Balance, Dec. 31, 1999         $1,195,920         ($56,585)        $1,139,335
   Net income                     721,586           89,569            811,155
   Cash distributions         (   654,000)        ( 81,462)       (   735,462)
                                ---------           ------          ---------

Balance, Dec. 31, 2000         $1,263,506         ($48,478)        $1,215,028
   Net income                     677,567           89,075            766,642
   Cash distributions         (   966,000)        ( 96,384)       ( 1,062,384)
                                ---------           ------          ---------

Balance, Dec. 31, 2001         $  975,073         ($55,787)        $  919,286
                                =========           ======          =========




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




                                      F-9
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP
                           GEODYNE NPI PARTNERSHIP P-2
                        Combined Statements of Cash Flows
              For the Years Ended December 31, 2001, 2000, and 1999

                                      2001             2000             1999
                                  ------------      ----------       ----------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                      $  766,642        $811,155         $364,594
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depletion of Net
         Profits Interests            146,331         103,154          152,202
      Gain on sale of
         Net Profits Interests    (    12,595)      (  40,814)       (     472)
      (Increase) decrease in
         accounts receivable
         - Net Profits                128,658       (  94,032)       (  42,390)
                                    ---------         -------          -------

   Net cash provided by
      operating activities         $1,029,036        $779,463         $473,934
                                    ---------         -------          -------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures           ($   61,527)      ($ 15,033)       ($ 10,319)
   Proceeds from sale of
      Net Profits Interests            12,788          46,790            3,994
                                    ---------         -------          -------

   Net cash provided (used)
      by investing activities     ($   48,739)       $ 31,757        ($  6,325)
                                    ---------         -------          -------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions             ($1,062,384)      ($735,462)       ($397,938)
                                    ---------         -------          -------
   Net cash used by financing
      activities                  ($1,062,384)      ($735,462)       ($397,938)
                                    ---------         -------          -------




                                      F-10
<PAGE>



NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS      ($   82,087)       $ 75,758         $ 69,671

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD             223,864         148,106           78,435
                                    ---------         -------          -------
CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                 $  141,777        $223,864         $148,106
                                    =========         =======          =======



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




                                      F-11
<PAGE>



                        REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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

      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, 2001 and 2000, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2001, in conformity  with  accounting  principles
generally accepted in the United States of America.  These financial  statements
are the responsibility of the Partnerships' management; our responsibility is to
express  an  opinion  on these  financial  statements  based on our  audits.  We
conducted our audits of these  financial  statements in accordance with auditing
standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.








                                    PricewaterhouseCoopers LLP




Tulsa, Oklahoma
February 18, 2002









                                      F-12
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
                           GEODYNE NPI PARTNERSHIP P-3
                             Combined Balance Sheets
                           December 31, 2001 and 2000


                                     ASSETS
                                     ------

                                                  2001              2000
                                              ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                   $  266,929        $  416,457
   Accounts receivable:
      General Partner (Note 2)                       -                  512
      Net Profits                                 188,979           428,390
                                                ---------         ---------

         Total current assets                  $  455,908        $  845,359

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                1,263,248         1,420,233
                                                ---------         ---------

                                               $1,719,156        $2,265,592
                                                =========         =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            ($   74,177)      ($   86,997)
   Limited Partners, issued and
     outstanding, 169,637 Units                 1,793,333         2,352,589
                                                ---------         ---------

         Total Partners' capital               $1,719,156        $2,265,592
                                                =========         =========


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




                                      F-13
<PAGE>




       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
                           GEODYNE NPI PARTNERSHIP P-3
                        Combined Statements of Operations
              For the Years Ended December 31, 2001, 2000, and 1999

                                   2001              2000              1999
                               -----------        -----------       ----------
REVENUES:
   Net Profits                  $1,886,577        $1,811,298        $1,155,814
   Interest income                  14,549            16,227             7,380
   Gain on sale of
      Net Profits Interests         23,494            75,355               968
                                 ---------         ---------         ---------

                                $1,924,620        $1,902,880        $1,164,162

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests         $  272,549        $  191,820        $  283,838
   General and
      administrative               206,717           202,166           199,790
                                 ---------         ---------         ---------
                                $  479,266        $  393,986        $  483,628
                                 ---------         ---------         ---------

NET INCOME                      $1,445,354        $1,508,894        $  680,534
                                 =========         =========         =========
GENERAL PARTNER -
   NET INCOME                   $  167,610        $  152,174        $   45,011
                                 =========         =========         =========
LIMITED PARTNERS -
   NET INCOME                   $1,277,744        $1,356,720        $  635,523
                                 =========         =========         =========
NET INCOME
   per Unit                     $     7.53        $     8.00        $     3.75
                                 =========         =========         =========
UNITS OUTSTANDING                  169,637           169,637           169,637
                                 =========         =========         =========



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




                                      F-14
<PAGE>




       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
                           GEODYNE NPI PARTNERSHIP P-3
          Combined Statements of Changes in Partners' Capital (Deficit)
              For the Years Ended December 31, 2001, 2000, and 1999


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

Balance, Dec. 31, 1998           $2,316,346         ($132,995)       $2,183,351
   Net income                       635,523            45,011           680,534
   Cash distributions           (   707,000)        (  25,725)      (   732,725)
                                  ---------           -------         ---------

Balance, Dec. 31, 1999           $2,244,869         ($113,709)       $2,131,160
   Net income                     1,356,720           152,174         1,508,894
   Cash distributions           ( 1,249,000)        ( 125,462)      ( 1,374,462)
                                  ---------           -------         ---------

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

Balance, Dec. 31, 2001           $1,793,333         ($ 74,177)       $1,719,156
                                  =========           =======         =========



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



                                      F-15
<PAGE>




       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
                           GEODYNE NPI PARTNERSHIP P-3
                        Combined Statements of Cash Flows
              For the Years Ended December 31, 2001, 2000, and 1999

                                    2001              2000              1999
                                ------------      ------------       ----------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                    $1,445,354        $1,508,894         $680,534
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depletion of Net
         Profits Interests          272,549           191,820          283,838
      Gain on sale of
         Net Profits Interests  (    23,494)      (    75,355)       (     968)
      (Increase) decrease in
         accounts receivable
         - Net Profits              239,411       (   176,906)       (  81,095)
      (Increase) decrease in
         accounts receivable
         - General Partner              512       (       512)            -
                                 ----------         ---------          -------

   Net cash provided by
      operating activities       $1,934,332        $1,447,941         $882,309
                                  ---------         ---------          -------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures         ($  115,995)      ($   27,741)       ($ 19,188)
   Proceeds from sale of
      Net Profits Interests          23,925            86,679            7,398
                                  ---------         ---------          -------

   Net cash provided (used)
      by investing activities   ($   92,070)       $   58,938        ($ 11,790)
                                  ---------         ---------          -------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions           ($1,991,790)      ($1,374,462)       ($732,725)
                                  ---------         ---------          -------
   Net cash used by financing
      activities                ($1,991,790)      ($1,374,462)       ($732,725)
                                  ---------         ---------          -------




                                      F-16
<PAGE>




NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS    ($  149,528)       $  132,417         $137,794

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD           416,457           284,040          146,246
                                  ---------         ---------          -------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD               $  266,929        $  416,457         $284,040
                                  =========         =========          =======



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



                                      F-17
<PAGE>



                        REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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

      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, 2001 and 2000, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2001, in conformity  with  accounting  principles
generally accepted in the United States of America.  These financial  statements
are the responsibility of the Partnerships' management; our responsibility is to
express  an  opinion  on these  financial  statements  based on our  audits.  We
conducted our audits of these  financial  statements in accordance with auditing
standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.








                                    PricewaterhouseCoopers LLP




Tulsa, Oklahoma
February 18, 2002



                                      F-18
<PAGE>



      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
                           GEODYNE NPI PARTNERSHIP P-4
                             Combined Balance Sheets
                           December 31, 2001 and 2000


                                     ASSETS
                                     ------
                                                   2001              2000
                                               ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                    $  420,602        $  439,461
   Accounts receivable:
      Net Profits                                  332,362           526,603
                                                 ---------         ---------

         Total current assets                   $  752,964        $  966,064

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                   649,016           750,294
                                                 ---------         ---------

                                                $1,401,980        $1,716,358
                                                 =========         =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($   71,619)      ($   54,697)
   Limited Partners, issued and
     outstanding, 126,306 Units                  1,473,599         1,771,055
                                                 ---------         ---------

         Total Partners' capital                $1,401,980        $1,716,358
                                                 =========         =========


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




                                      F-19
<PAGE>



      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
                           GEODYNE NPI PARTNERSHIP P-4
                        Combined Statements of Operations
              For the Years Ended December 31, 2001, 2000, and 1999

                                    2001              2000              1999
                                -----------        ----------         --------
REVENUES:
   Net Profits                   $2,142,197        $1,596,276         $746,854
   Interest income                   15,881            12,423            4,983
   Gain on sale of
      Net Profits Interests           2,642             5,193              410
                                  ---------         ---------          -------

                                 $2,160,720        $1,613,892         $752,247

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests          $  247,384        $  131,888         $199,980
   General and
      administrative                156,424           151,112          148,395
                                  ---------         ---------          -------
                                 $  403,808        $  283,000         $348,375
                                  ---------         ---------          -------

NET INCOME                       $1,756,912        $1,330,892         $403,872
                                  =========         =========          =======
GENERAL PARTNER -
   NET INCOME                    $  196,368        $  143,717         $ 36,289
                                  =========         =========          =======
LIMITED PARTNERS -
   NET INCOME                    $1,560,544        $1,187,175         $367,583
                                  =========         =========          =======
NET INCOME
   per Unit                      $    12.36        $     9.40         $   2.91
                                  =========         =========          =======
UNITS OUTSTANDING                   126,306           126,306          126,306
                                  =========         =========          =======



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






                                      F-20
<PAGE>




      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
                           GEODYNE NPI PARTNERSHIP P-4
          Combined Statements of Changes in Partners' Capital (Deficit)
              For the Years Ended December 31, 2001, 2000, and 1999


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

Balance, Dec. 31, 1998        $1,497,297         ($ 93,853)       $1,403,444
   Net income                    367,583            36,289           403,872
   Cash distributions        (   447,000)        (  22,757)      (   469,757)
                               ---------           -------         ---------

Balance, Dec. 31, 1999        $1,417,880         ($ 80,321)       $1,337,559
   Net income                  1,187,175           143,717         1,330,892
   Cash distributions        (   834,000)        ( 118,093)      (   952,093)
                               ---------           -------         ---------

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

Balance, Dec. 31, 2001        $1,473,599         ($ 71,619)       $1,401,980
                               =========           =======         =========




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




                                      F-21
<PAGE>


      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
                           GEODYNE NPI PARTNERSHIP P-4
                        Combined Statements of Cash Flows
              For the Years Ended December 31, 2001, 2000, and 1999

                                     2001              2000              1999
                                 ------------      ------------       ----------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                     $1,756,912        $1,330,892         $403,872
   Adjustments to reconcile
      net income to net cash
      provided by operating
      activities:
      Depletion of Net
      Profits Interests              247,384           131,888          199,980
      Gain on sale of
         Net Profits Interests   (     2,642)      (     5,193)       (     410)
      (Increase) decrease in
         accounts receivable -
         Net Profits                 194,241       (   270,631)       (  46,754)
                                   ---------         ---------          -------

   Net cash provided by
     operating activities         $2,195,895        $1,186,956         $556,688
                                   ---------         ---------          -------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures          ($  146,878)      ($    6,322)       ($  6,108)
   Proceeds from sale of
      Net Profits Interests            3,414            21,992            6,453
                                   ---------         ---------          -------

   Net cash provided (used)
      by investing activities    ($  143,464)       $   15,670         $    345
                                   ---------         ---------          -------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions            ($2,071,290)      ($  952,093)       ($469,757)
                                   ---------         ---------          -------
   Net cash used by financing
      activities                 ($2,071,290)      ($  952,093)       ($469,757)
                                   ---------         ---------          -------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS     ($   18,859)       $  250,533         $ 87,276

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD            439,461           188,928          101,652
                                   ---------         ---------          -------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                $  420,602        $  439,461         $188,928
                                   =========         =========          =======

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

                                      F-22
<PAGE>



                        REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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

      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, 2001 and 2000, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2001, in conformity  with  accounting  principles
generally accepted in the United States of America.  These financial  statements
are the responsibility of the Partnerships' management; our responsibility is to
express  an  opinion  on these  financial  statements  based on our  audits.  We
conducted our audits of these  financial  statements in accordance with auditing
standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.








                                    PricewaterhouseCoopers LLP




Tulsa, Oklahoma
February 18, 2002




                                      F-23
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
                           GEODYNE NPI PARTNERSHIP P-5
                             Combined Balance Sheets
                           December 31, 2001 and 2000

                                     ASSETS
                                     ------
                                                  2001               2000
                                               ----------        ------------

CURRENT ASSETS:
   Cash and cash equivalents                    $171,708          $  440,454
   Accounts receivable:
      Net Profits                                 50,592             351,685
                                                 -------           ---------

         Total current assets                   $222,300          $  792,139

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                 641,204             730,201
                                                 -------           ---------

                                                $863,504          $1,522,340
                                                 =======           =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($ 74,788)        ($   60,882)
   Limited Partners, issued and
     outstanding, 118,449 Units                  938,292           1,583,222
                                                 -------           ---------

         Total Partners' capital                $863,504          $1,522,340
                                                 =======           =========




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




                                      F-24
<PAGE>




      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
                                GEODYNE NPI PARTNERSHIP P-5
                             Combined Statements of Operations
                   For the Years Ended December 31, 2001, 2000, and 1999

                                   2001              2000              1999
                               -----------        ----------        ----------
REVENUES:
   Net Profits                  $1,642,743        $1,433,743         $856,442
   Interest income                  15,990            14,147            6,181
   Gain (loss)on sale of
      Net Profits Interests         43,097            54,584        (      92)
                                 ---------         ---------          -------

                                $1,701,830        $1,502,474         $862,531

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests         $  127,298        $  111,400         $169,734
   General and
      administrative               147,835           141,905          139,426
                                 ---------         ---------          -------
                                $  275,133        $  253,305         $309,160
                                 ---------         ---------          -------

NET INCOME                      $1,426,697        $1,249,169         $553,371
                                 =========         =========          =======
GENERAL PARTNER -
   NET INCOME                   $   75,627        $   64,906         $ 34,149
                                 =========         =========          =======
LIMITED PARTNERS -
   NET INCOME                   $1,351,070        $1,184,263         $519,222
                                 =========         =========          =======
NET INCOME
   per Unit                     $    11.41        $    10.00         $   4.38
                                 =========         =========          =======
UNITS OUTSTANDING                  118,449           118,449          118,449
                                 =========         =========          =======





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





                                      F-25
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
                           GEODYNE NPI PARTNERSHIP P-5
          Combined Statements of Changes in Partners' Capital (Deficit)
              For the Years Ended December 31, 2001, 2000, and 1999


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

Balance, Dec. 31, 1998        $1,336,737         ($79,248)        $1,257,489
   Net income                    519,222           34,149            553,371
   Cash distributions        (   552,000)        ( 23,539)       (   575,539)
                               ---------           ------          ---------

Balance, Dec. 31, 1999        $1,303,959         ($68,638)        $1,235,321
   Net income                  1,184,263           64,906          1,249,169
   Cash distributions        (   905,000)        ( 57,150)       (   962,150)
                               ---------           ------          ---------

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

Balance, Dec. 31, 2001        $  938,292         ($74,788)        $  863,504
                               =========           ======          =========



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




                                      F-26
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
                           GEODYNE NPI PARTNERSHIP P-5
                        Combined Statements of Cash Flows
              For the Years Ended December 31, 2001, 2000, and 1999

                                    2001              2000             1999
                                ------------      ------------      ----------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                    $1,426,697        $1,249,169        $553,371
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depletion of Net
         Profits Interests          127,298           111,400         169,734
      (Gain) loss on sale of
         Net Profits Interests  (    43,097)      (    54,584)             92
      (Increase) decrease in
         accounts receivable -
         Net Profits                301,093       (   170,776)      (  81,086)
                                  ---------         ---------         -------

   Net cash provided by
     operating activities        $1,811,991        $1,135,209        $642,111
                                  ---------         ---------         -------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures         ($   38,301)      ($    4,630)      ($ 15,618)
   Proceeds from sale of
      Net Profits Interests          43,097            54,584            -
                                  ---------         ---------         -------
   Net cash provided (used)
      by investing activities    $    4,796        $   49,954       ($ 15,618)
                                  ---------         ---------         -------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions           ($2,085,533)      ($  962,150)      ($575,539)
                                  ---------         ---------         -------
   Net cash used by financing
      activities                ($2,085,533)      ($  962,150)      ($575,539)
                                  ---------         ---------         -------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS    ($  268,746)       $  223,013        $ 50,954

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD           440,454           217,441         166,487
                                  ---------         ---------         -------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD               $  171,708        $  440,454        $217,441
                                  =========         =========         =======

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



                                      F-27
<PAGE>



                             REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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

      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, 2001 and 2000, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2001, in conformity  with  accounting  principles
generally accepted in the United States of America.  These financial  statements
are the responsibility of the Partnerships' management; our responsibility is to
express  an  opinion  on these  financial  statements  based on our  audits.  We
conducted our audits of these  financial  statements in accordance with auditing
standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.







                                    PricewaterhouseCoopers LLP




Tulsa, Oklahoma
February 18, 2002




                                      F-28
<PAGE>



      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6
                           GEODYNE NPI PARTNERSHIP P-6
                             Combined Balance Sheets
                           December 31, 2001 and 2000

                                     ASSETS
                                     ------
                                                 2001              2000
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  187,301        $  691,186
   Accounts receivable:
      Net Profits                                 62,543           429,205
                                               ---------         ---------

         Total current assets                 $  249,844        $1,120,391

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method               1,303,109         1,504,674
                                               ---------         ---------

                                              $1,552,953        $2,625,065
                                               =========         =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   87,910)      ($   75,505)
   Limited Partners, issued and
     outstanding, 143,041 Units                1,640,863         2,700,570
                                               ---------         ---------

         Total Partners' capital              $1,552,953        $2,625,065
                                               =========         =========





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





                                      F-29
<PAGE>



                 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
                            LIMITED PARTNERSHIP P-6
                          GEODYNE NPI PARTNERSHIP P-6
                       Combined Statements of Operations
             For the Years Ended December 31, 2001, 2000, and 1999

                                2001             2000              1999
                             -----------      -----------      ------------
REVENUES:
   Net Profits               $2,282,475        $2,468,159       $1,340,784
   Interest income               22,996            21,573            9,614
   Gain (loss) on sale
      of Net Profits
      Interests                  52,686            25,726      (        32)
                              ---------         ---------        ---------

                             $2,358,157        $2,515,458       $1,350,366


COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests      $  219,854        $  334,197       $  330,171
   General and
     administrative             174,853           170,942          168,704
                              ---------         ---------        ---------
                             $  394,707        $  505,139       $  498,875
                              ---------         ---------        ---------

NET INCOME                   $1,963,450        $2,010,319       $  851,491
                              =========         =========        =========
GENERAL PARTNER -
   NET INCOME                $  130,157        $  112,363       $   55,301
                              =========         =========        =========
LIMITED PARTNERS -
   NET INCOME                $1,833,293        $1,897,956       $  796,190
                              =========         =========        =========
NET INCOME
   per unit                  $    12.82        $    13.27       $     5.57
                              =========         =========        =========
UNITS OUTSTANDING               143,041           143,041          143,041
                              =========         =========        =========






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



                                      F-30
<PAGE>



                   GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
                             LIMITED PARTNERSHIP P-6
                           GEODYNE NPI PARTNERSHIP P-6
          Combined Statements of Changes in Partners' Capital (Deficit)
              For the Years Ended December 31, 2001, 2000, and 1999


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

Balance, Dec. 31, 1998        $2,618,424         ($106,642)       $2,511,782
   Net income                    796,190            55,301           851,491
   Cash distributions        ( 1,014,000)        (  35,059)      ( 1,049,059)
                               ---------           -------         ---------

Balance, Dec. 31, 1999        $2,400,614         ($ 86,400)       $2,314,214
   Net income                  1,897,956           112,363         2,010,319
   Cash distributions        ( 1,598,000)        ( 101,468)      ( 1,699,468)
                               ---------           -------         ---------

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

Balance, Dec. 31, 2001        $1,640,863         ($ 87,910)       $1,552,953
                               =========           =======         =========




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




                                      F-31
<PAGE>



                   GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
                             LIMITED PARTNERSHIP P-6
                           GEODYNE NPI PARTNERSHIP P-6
                        Combined Statements of Cash Flows
              For the Years Ended December 31, 2001, 2000, and 1999

                                    2001              2000              1999
                                ------------      ------------      ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                    $1,963,450        $2,010,319        $  851,491
   Adjustments to reconcile
      net income to net
      cash provided by
      operating activities:
   Depletion of Net
      Profits Interests             219,854           334,197           330,171
   (Gain) loss on sale of
      Net Profits Interests     (    52,686)      (    25,726)               32
   (Increase) decrease in
      accounts receivable -
      Net Profits                   366,662       (   251,544)      (    32,049)
                                  ---------         ---------         ---------

   Net cash provided by
      operating activities       $2,497,280        $2,067,246        $1,149,645
                                  ---------         ---------         ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures         ($   18,289)      ($   41,704)      ($   61,524)
   Proceeds from sale of
      Net Profits Interests          52,686            25,726              -
                                  ---------         ---------         ---------

   Net cash provided (used)
      by investing activities    $   34,397       ($   15,978)      ($   61,524)
                                  ---------         ---------         ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions           ($3,035,562)      ($1,699,468)      ($1,049,059)
                                  ---------         ---------         ---------

   Net cash used by financing
      activities                ($3,035,562)      ($1,699,468)      ($1,049,059)
                                  ---------         ---------         ---------



                                      F-32
<PAGE>




NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS    ($  503,885)       $  351,800        $   39,062

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD           691,186           339,386           300,324
                                  ---------         ---------         ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD              $  187,301        $  691,186        $  339,386
                                  =========         =========         =========





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




                                      F-33
<PAGE>



                      GEODYNE INSTITUTIONAL/PENSION PROGRAM
           Notes to the Combined Financial Statements For the Periods
                     Ended December 31, 2001, 2000, and 1999


1.    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Organization and Nature of Operations

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

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

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




                                      F-34
<PAGE>



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

          P-1           October 25, 1988    $10,807,400
          P-2           February 9, 1989      9,009,400
          P-3           May 10, 1989         16,963,700
          P-4           November 21, 1989    12,630,600
          P-5           February 27, 1990    11,844,900
          P-6           September 5, 1990    14,304,100


      For  purposes of these  financial  statements,  the  Partnerships  and NPI
Partnerships are collectively  referred to as the "Partnerships" and the general
partner and  managing  partner  are  collectively  referred  to as the  "General
Partner".  An  affiliate of the General  Partner  owned the  following  Units at
December 31, 2001:


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

                 P-1             24,145           22.3%
                 P-2             25,068           27.8%
                 P-3             61,717           36.4%
                 P-4             28,403           22.5%
                 P-5             24,192           20.4%
                 P-6             17,220           12.0%


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




                                      F-35
<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-36
<PAGE>



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

     The P-1  Partnership  achieved payout during the third quarter of 1998, the
P-2 and P-4 Partnerships  achieved payout during the fourth quarter of 1999, the
P-3  Partnership  achieved payout during the second quarter of 2000, and the P-6
Partnership  achieved  payout  during the third  quarter of 2001.  After payout,
operations  and revenues for the P-1, P-2, P-3, P-4, and P-6  Partnerships  have
been and will be allocated using the 10%/90% after payout  percentages set forth
in Footnote 3 to the table above.


     Basis of Presentation

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


     Cash and Cash Equivalents

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


     Credit Risk

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


     Net Profits Interests

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



                                      F-37
<PAGE>



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

      Depletion  of the  cost  of  Net  Profits  Interests  is  computed  on the
units-of-production  method.  The Partnerships'  calculation of depletion of its
Net Profits Interests  includes  estimated  dismantlement and abandonment costs,
net of estimated salvage values. The depletion rate per equivalent barrel of oil
produced  during the years  ended  December  31,  2001,  2000,  and 1999 were as
follows:

                  Partnership       2001     2000      1999
                  -----------       -----    -----     -----

                      P-1           $2.36    $1.87     $2.03
                      P-2            2.61     1.92      2.31
                      P-3            2.61     1.92      2.31
                      P-4            2.39     1.65      2.70
                      P-5            1.64     1.26      2.01
                      P-6            1.74     2.24      1.96

      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, 2001.

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



                                      F-38
<PAGE>




      Accounts Receivable (Accounts Payable) - Net Profits

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

      Also included in accounts  receivable  (payable) - Net Profits are 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  production costs per Mcf during the
period the underproduction or overproduction occurred.

      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



                                      F-39
<PAGE>



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


      Income Taxes

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


      New Accounting Pronouncements

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

      In  July  2001,  the  FASB  issued  FAS No.  143,  "Accounting  for  Asset
Retirement  Obligations",  which is effective for fiscal years  beginning  after
June 15, 2002 (January 1, 2003 for the  Partnerships).  FAS No. 143 will require
the recording of the fair value of liabilities associated with the retirement of
long-lived  assets (mainly plugging and abandonment  costs for the Partnerships'
depleted  wells),  in the period in which the  liabilities  are incurred (at the
time the wells are drilled).  Management  has not yet  determined  the effect of
adopting this statement on the Partnerships'  financial  condition or results of
operations.

      In  August  2001,  the  FASB  issued  FAS  No.  144,  "Accounting  for the
Impairment  or Disposal of  Long-Lived  Assets",  which is effective  for fiscal
years beginning after December 15, 2001 (January 1, 2002 for the  Partnerships).
This  statement  supersedes  FAS  No.  121  "Accounting  for the  Impairment  of
Long-Lived  Assets and for Long-Lived  Assets to be Disposed Of". The provisions
of FAS No. 144, as they relate to the Partnerships,  are essentially the same as
FAS No.  121 and thus  are not  expected  to have a  significant  effect  on the
Partnerships' financial condition or results of operations.


2.    TRANSACTIONS WITH RELATED PARTIES

     The  Partnerships  reimburse  the  General  Partner  for  the  general  and
administrative overhead applicable to the



                                      F-40
<PAGE>



Partnerships,  based on an  allocation  of actual costs  incurred by the General
Partner.  When costs incurred  benefit other  Partnerships  and affiliates,  the
allocation of costs is based on the relationship of the  Partnerships'  reserves
to the total  reserves owned by all  Partnerships  and  affiliates.  The General
Partner believes this allocation method is reasonable. Although the actual costs
incurred by the General Partner and its affiliates  have  fluctuated  during the
three  years  presented,  the  amounts  charged  to the  Partnerships  have  not
fluctuated due to expense limitations imposed by the Partnership Agreement.  The
following is a summary of payments made to the General Partner or its affiliates
by the Partnerships for general and administrative  overhead costs for the years
ended December 31, 2001, 2000, and 1999:

            Partnership         2001        2000        1999
            -----------       --------    --------    --------

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

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

      The accounts receivable - General Partner at December 31, 2000 for the P-3
Partnership  represents  accrued  proceeds  and  interest  due from the  General
Partner for the sale of certain oil and gas properties  during 2000. Such amount
was collected subsequent to December 31, 2000.


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, 2001,
2000, and 1999:




                                      F-41
<PAGE>




                                                    Percentage
                                             -------------------------
Partnership              Purchaser            2001     2000     1999
-----------      --------------------------   -----    -----     ----

    P-1           El Paso Energy Marketing
                    Company ("El Paso")       22.7%    20.6%    24.4%
                  ONEOK Gas Marketing
                    Company ("ONEOK")         12.0%    11.0%      -
                  Chevron U.S.A., Inc.
                    ("Chevron")                -       10.5%    12.0%

    P-2           El Paso                     22.4%    20.7%    23.6%
                  ONEOK                       10.3%      -         -
                  Chevron                      -         -      10.3%
                  Texaco                       -         -      10.1%

    P-3           El Paso                     22.3%    20.7%    23.4%
                  ONEOK                       10.1%      -       -
                  Texaco                        -        -      10.1%
                  Chevron                       -        -      10.1%

      P-4         Philbro Energy, Inc.        26.9%    22.8%    21.3%
                  Valero Industrial
                    Gas LP                    24.2%    23.7%    25.4%
                  El Paso                     20.2%    26.2%    28.7%
                  Conoco, Inc.                11.0%      -        -

    P-5           El Paso                     80.7%    76.0%    77.8%

    P-6           El Paso                     44.1%    35.8%    36.6%
                  Tejas Gas Marketing
                    Company                   15.1%    15.2%    13.0%
                  HPL Resources Company         -      15.2%    15.4%


      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.




                                      F-42
<PAGE>



      Capitalized Costs

      Capitalized costs and accumulated  depletion at December 31, 2001 and 2000
were as follows:


                                 P-1 Partnership
                                 ---------------
                                              2001             2000
                                          ------------      ------------
Net Profits Interests in proved
  oil and gas properties                   $6,651,678        $6,592,957

Less accumulated depletion
  and valuation allowance                 ( 5,867,930)      ( 5,700,867)
                                            ---------         ---------
  Net Profits Interests, net               $  783,748        $  892,090
                                            =========         =========


                                 P-2 Partnership
                                 ---------------
                                              2001              2000
                                          ------------      ------------
Net Profits Interests in proved
   oil and gas properties                  $5,380,643        $5,322,334

Less accumulated depletion
   and valuation allowance                ( 4,703,644)      ( 4,560,338)
                                            ---------         ---------
   Net Profits Interests, net              $  676,999        $  761,996
                                            =========         =========


                                 P-3 Partnership
                                 ---------------
                                             2001                2000
                                         -------------     -------------
Net Profits Interests in proved
   oil and gas properties                 $10,164,975       $10,055,787

Less accumulated depletion
   and valuation allowance               (  8,901,727)     (  8,635,554)
                                           ----------        ----------
   Net Profits Interests, net             $ 1,263,248       $ 1,420,233
                                           ==========        ==========



                                      F-43
<PAGE>




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

                                               2001              2000
                                          -------------     -------------
Net Profits Interests in proved
   oil and gas properties                  $ 8,182,909       $ 8,045,435

Less accumulated depletion
   and valuation allowance                (  7,533,893)     (  7,295,141)
                                            ----------        ----------
   Net Profits Interests, net              $   649,016       $   750,294
                                            ==========        ==========


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

                                              2001                2000
                                          -------------     -------------
Net Profits Interests in proved
   oil and gas properties                  $ 9,325,016       $ 9,286,715

Less accumulated depletion
   and valuation allowance                (  8,683,812)     (  8,556,514)
                                            ----------        ----------
   Net Profits Interest, net               $   641,204       $   730,201
                                            ==========        ==========


                                P-6 Partnership
                                ---------------
                                              2001                2000
                                          -------------     -------------
Net Profits Interests in proved
   oil and gas properties                  $11,498,428       $11,480,139

Less accumulated depletion
   and valuation allowance                ( 10,195,319)     (  9,975,465)
                                            ----------        ----------
   Net Profits Interests, net              $ 1,303,109       $ 1,504,674
                                            ==========        ==========




                                      F-44
<PAGE>



      Costs Incurred

      No  property  acquisition  or  exploration  costs  were  incurred  by  the
Partnerships during the three years ended December 31, 2001. 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, 2001, 2000, and 1999. 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                    2001         2000        1999
      -----------                  --------     -------     -------

           P-1                     $ 60,254     $22,017     $13,017
           P-2                       61,527      15,033      10,319
           P-3                      115,995      27,741      19,188
           P-4                      146,878       6,322       6,108
           P-5                       38,301       4,630      15,618
           P-6                       18,289      41,704      61,524


      Quantities of Proved Oil and Gas Reserves - Unaudited

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




                                      F-45
<PAGE>



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

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

Proved reserves, December 31, 1998               162,773     2,064,654
  Production                                    ( 24,737)   (  357,439)
  Revisions of previous estimates                 61,483       149,212
                                                 -------     ---------

Proved reserves, December 31, 1999               199,519     1,856,427
  Production                                    ( 17,814)   (  304,477)
  Sales of minerals in place                    (  4,151)   (    5,865)
  Extensions and discoveries                       3,121         3,831
  Revisions of previous estimates                  8,231       276,149
                                                 -------     ---------

Proved reserves, December 31, 2000               188,906     1,826,065
  Production                                    ( 23,073)   (  290,969)
  Sales of minerals in place                    (    557)   (      603)
  Revisions of previous estimates               ( 13,407)      252,859
                                                 -------     ---------

Proved reserves, December 31, 2001               151,869     1,787,352
                                                 =======     =========

PROVED DEVELOPED RESERVES:
      December 31, 1999                          199,519     1,856,427
                                                 =======     =========
      December 31, 2000                          188,906     1,826,065
                                                 =======     =========
      December 31, 2001                          151,869     1,787,352
                                                 =======     =========



                                      F-46
<PAGE>





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

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

Proved reserves, December 31, 1998               122,784     1,876,091
  Production                                    ( 17,583)   (  289,443)
  Sales of minerals in place                    (    100)   (      848)
  Revisions of previous estimates                 41,706        82,374
                                                 -------     ---------

Proved reserves, December 31, 1999               146,807     1,668,174
  Production                                    ( 12,518)   (  246,666)
  Sales of minerals in place                    (  3,169)   (    4,222)
  Extensions and discoveries                       2,284       104,176
  Revisions of previous estimates                  3,266       118,939
                                                 -------     ---------

Proved reserves, December 31, 2000               136,670     1,640,401
  Production                                    ( 16,105)   (  239,585)
  Sales of minerals in place                    (    393)   (    1,269)
  Extensions and discoveries                         356         7,225
  Revisions of previous estimates               (  9,542)      150,208
                                                 -------     ---------

Proved reserves, December 31, 2001               110,986     1,556,980
                                                 =======     =========
PROVED DEVELOPED RESERVES:
      December 31, 1999                          146,807     1,668,174
                                                 =======     =========
      December 31, 2000                          136,670     1,640,401
                                                 =======     =========
      December 31, 2001                          110,986     1,556,980
                                                 =======     =========




                                      F-47
<PAGE>




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

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


Proved reserves, December 31, 1998             227,669     3,519,252
  Production                                  ( 32,552)   (  543,312)
  Sales of minerals in place                  (    198)   (    1,664)
  Revisions of previous estimates               77,079       160,004
                                               -------     ---------

Proved reserves, December 31, 1999             271,998     3,134,280
  Production                                  ( 23,146)   (  460,861)
  Sales of minerals in place                  (  5,880)   (    7,817)
  Extensions and discoveries                     4,222       196,141
  Revisions of previous estimates                5,681       219,002
                                               -------     ---------

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

Proved reserves, December 31, 2001             205,619     2,921,349
                                               =======     =========
PROVED DEVELOPED RESERVES:
      December 31, 1999                        271,998     3,134,280
                                               =======     =========
      December 31, 2000                        252,875     3,080,745
                                               =======     =========
      December 31, 2001                        205,619     2,921,349
                                               =======     =========


                                      F-48
<PAGE>

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

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

Proved reserves, December 31, 1998                46,408     2,436,365
  Production                                     (17,505)   (  338,882)
  Revisions of previous estimates                 31,120        10,747
                                                  ------     ---------

Proved reserves, December 31, 1999                60,023     2,108,230
  Production                                     (23,482)   (  339,221)
  Sales of minerals in place                     ( 1,502)   (      812)
  Extensions and discoveries                       1,595       245,352
  Revisions of previous estimates                 28,065       387,260
                                                  ------     ---------

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

Proved reserves, December 31, 2001                90,296     2,083,182
                                                  ======     =========

PROVED DEVELOPED RESERVES:
      December 31, 1999                           57,546     2,079,090
                                                  ======     =========
      December 31, 2000                           64,699     2,400,809
                                                  ======     =========
      December 31, 2001                           87,867     2,059,176
                                                  ======     =========




                                      F-49
<PAGE>



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

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

Proved reserves, December 31, 1998                33,143     2,326,026
  Production                                     ( 6,858) (  464,917)
  Revisions of previous estimates                 13,488       474,570
                                                  ------     ---------

Proved reserves, December 31, 1999                39,773     2,335,679
  Production                                     ( 5,827)   (  495,141)
  Sales of minerals in place                     (   416)   (       68)
  Revisions of previous estimates                (   118)      545,474
                                                  ------     ---------

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

Proved reserves, December 31, 2001                29,903     2,340,665
                                                  ======     =========
PROVED DEVELOPED RESERVES:
  December 31, 1999                               39,773     2,335,679
                                                  ======     =========
  December 31, 2000                               33,412     2,385,944
                                                  ======     =========
  December 31, 2001                               29,903     2,340,665
                                                  ======     =========




                                      F-50
<PAGE>



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

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

Proved reserves, December 31, 1998                96,435     4,071,736
  Production                                    ( 17,227)   (  909,561)
  Extensions and discoveries                       5,142        37,719
  Revisions of previous estimates                 18,395       679,868
                                                 -------     ---------

Proved reserves, December 31, 1999               102,745     3,879,762
  Production                                    ( 14,022)   (  809,428)
  Sales of minerals in place                    (    140)   (       23)
  Revisions of previous estimates                 24,521     1,125,151
                                                 -------     ---------

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

Proved reserves, December 31, 2001                93,698     3,954,081
                                                 =======     =========
PROVED DEVELOPED RESERVES:
  December 31, 1999                              102,745     3,879,762
                                                 =======     =========
  December 31, 2000                              113,104     4,195,462
                                                 =======     =========
  December 31, 2001                               93,698     3,954,081
                                                 =======     =========





                                      F-51
<PAGE>




5.    QUARTERLY FINANCIAL DATA (Unaudited)

      Summarized  unaudited  quarterly  financial  data for 2001 and 2000 are as
follows:

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


                                                2001
                         ----------------------------------------------------
                           First        Second         Third        Fourth
                          Quarter       Quarter       Quarter       Quarter(2)
                         ---------     ---------     ---------     ---------

Total Revenues           $432,434      $432,957      $251,428      $206,088
Gross Profit(1)           400,919       395,686       218,452       139,254
Net Income                355,180       365,716       187,610       106,590
Limited Partners'
   Net Income
   Per Unit                  2.93          3.02          1.54           .83

                                                2000
                         ----------------------------------------------------
                           First        Second         Third        Fourth
                          Quarter       Quarter       Quarter       Quarter
                         ---------     ---------     ---------     ---------

Total Revenues           $298,951      $302,003      $338,840      $379,496
Gross Profit(1)           257,503       269,255       306,675       357,961
Net Income                218,870       239,236       275,379       328,136
Limited Partners'
   Net Income
   Per Unit                  1.79          1.97          2.27          2.71

-----------------------------
(1) Total revenues less depletion of Net Profits Interests.
(2) Significant  decline in Fourth  Quarter  Net Income  resulted  from  certain
    significant  wells becoming  uneconomical,  resulting in higher Depletion of
    Net Profits Interests.



                                      F-52
<PAGE>



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

                                                2001
                         ----------------------------------------------------
                           First        Second         Third        Fourth
                          Quarter       Quarter       Quarter       Quarter(2)
                         ---------     ---------     ---------     ---------

Total Revenues           $342,793       $340,532     $190,291      $158,861
Gross Profit(1)           317,283        310,224      163,674        94,965
Net Income                276,585        285,122      137,784        67,151
Limited Partners'
   Net Income
   Per Unit                  2.74           2.82         1.35           .61


                                                2000
                         ----------------------------------------------------
                           First        Second         Third        Fourth
                          Quarter       Quarter       Quarter       Quarter
                         ---------     ---------     ---------     ---------

Total Revenues           $195,169      $255,568      $268,319      $303,794
Gross Profit(1)           161,589       228,596       241,287       288,224
Net Income                129,404       203,432       215,068       263,251
Limited Partners'
   Net Income
   Per Unit                  1.26          2.01          2.12          2.62

---------------------------
(1) Total revenues less depletion of Net Profits Interests.
(2) Significant  decline in Fourth  Quarter  Net Income  resulted  from  certain
    significant  wells becoming  uneconomical,  resulting in higher Depletion of
    Net Profits Interests.



                                      F-53
<PAGE>



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


                                                2001
                         ----------------------------------------------------
                           First        Second         Third        Fourth
                          Quarter       Quarter       Quarter       Quarter(2)
                         ---------     ---------     ---------     ---------

Total Revenues          $638,509       $633,700      $356,228      $296,183
Gross Profit(1)          591,218        577,701       306,838       176,314
Net Income               528,235        531,088       258,978       127,053
Limited Partners'
   Net Income
   Per Unit                 2.78           2.79          1.35           .61


                                                2000
                         ----------------------------------------------------
                           First        Second         Third        Fourth
                          Quarter       Quarter       Quarter       Quarter
                         ---------     ---------     ---------     ---------

Total Revenues           $350,998      $484,828      $500,065      $566,989
Gross Profit(1)           288,792       434,805       449,884       537,579
Net Income                228,180       388,174       401,370       491,170
Limited Partners'
   Net Income
   Per Unit                  1.26          2.04          2.11          2.59

------------------------------
(1) Total revenues less depletion of Net Profits Interests.
(2) Significant  decline in Fourth  Quarter  Net Income  resulted  from  certain
    significant  wells becoming  uneconomical,  resulting in higher Depletion of
    Net Profits Interests.



                                      F-54
<PAGE>



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


                                                2001
                         ----------------------------------------------------
                           First        Second         Third        Fourth
                          Quarter       Quarter       Quarter       Quarter(2)
                         ---------     ---------     ---------     ---------

Total Revenues          $716,779       $457,441      $645,979      $340,521
Gross Profit(1)          682,918        424,939       591,210       214,269
Net Income               632,043        389,996       555,388       179,485
Limited Partners'
   Net Income
   Per Unit                 4.48           2.76          3.92          1.20


                                                2000
                         ----------------------------------------------------
                           First        Second         Third        Fourth
                          Quarter       Quarter       Quarter       Quarter
                         ---------     ---------     ---------     ---------

Total Revenues          $217,101       $330,707      $434,098      $631,986
Gross Profit(1)          172,023        285,668       384,892       639,421
Net Income               126,901        250,729       348,589       604,673
Limited Partners'
   Net Income
   Per Unit                  .87           1.76          2.45          4.32

---------------------------------
(1) Total revenues less depletion of Net Profits Interests.
(2) Significant  decline in Fourth  Quarter  Net Income  resulted  from  certain
    significant  wells becoming  uneconomical,  resulting in higher Depletion of
    Net Profits Interests.



                                      F-55
<PAGE>



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


                                                2001
                         ----------------------------------------------------
                           First        Second         Third        Fourth
                          Quarter       Quarter       Quarter       Quarter(2)
                         ---------     ---------     ---------     ---------

Total Revenues          $887,013       $457,949      $240,295      $116,573
Gross Profit(1)          857,486        434,585       217,794        64,667
Net Income               808,802        401,740       184,153        32,002
Limited Partners'
   Net Income
   Per Unit                 6.48           3.22          1.47           .24


                                                 2000
                         ----------------------------------------------------
                           First        Second         Third        Fourth
                          Quarter       Quarter       Quarter       Quarter
                         ---------     ---------     ---------     ---------

Total Revenues          $241,103       $350,038      $408,086      $503,247
Gross Profit(1)          201,787        316,654       368,181       504,452
Net Income               159,445        283,836       334,080       471,808
Limited Partners'
   Net Income
   Per Unit                 1.27           2.27          2.67          3.79

------------------------------
(1) Total revenues less depletion of Net Profits Interests.
(2) Significant  decline in Fourth  Quarter  Net Income  resulted  from  certain
    significant  wells becoming  uneconomical,  resulting in higher Depletion of
    Net Profits Interests.



                                      F-56
<PAGE>



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


                                                2001
                         ----------------------------------------------------
                           First        Second         Third        Fourth
                          Quarter       Quarter       Quarter       Quarter(2)
                         ---------     ---------     ---------     ---------

Total Revenues          $1,117,420     $667,075      $447,011      $126,651
Gross Profit(1)          1,065,032      621,554       400,016        51,701
Net Income               1,009,415      582,033       359,595        12,407
Limited Partners'
   Net Income
   Per Unit                   6.69         3.86          2.23           .04


                                                2000
                         ----------------------------------------------------
                           First        Second         Third        Fourth
                          Quarter       Quarter       Quarter       Quarter
                         ---------     ---------     ---------     ---------

Total Revenues          $458,773       $537,393      $727,989      $791,303
Gross Profit(1)          378,815        473,142       648,848       680,456
Net Income               327,706        433,689       607,810       641,114
Limited Partners'
   Net Income
   Per Unit                 2.16           2.86          4.02          4.23

------------------------------
(1) Total revenues less depletion of Net Profits Interests.
(2) Significant  decline in Fourth  Quarter  Net Income  resulted  from  certain
    significant  wells becoming  uneconomical,  resulting in higher Depletion of
    Net Profits Interests.





                                      F-57
<PAGE>





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

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


     *4.1 Certificate  of  Limited  Partnership  dated  March  16,  1988 for the
          Geodyne Institutional/ Pension Energy Income P-1 Limited Partnership.

     *4.2 Amended and Restated  Agreement of Limited  Partnership  dated October
          25,  1988 for the  Geodyne  Institutional/Pension  Energy  Income  P-1
          Limited Partnership.

     *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.

     *4.4 Second Amendment to Certificate of Limited  Partnership  dated July 1,
          1996 for the Geodyne  Institutional/Pension  Energy Income P-1 Limited
          Partnership.

     *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.

     *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.

     *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.

     *4.8 Certificate of Limited  Partnership  dated  September 29, 1988 for the
          Geodyne Institutional/ Pension Energy Income P-2 Limited Partnership.

     *4.9 Amended and Restated  Agreement of Limited  Partnership dated February
          9,  1989  for the  Geodyne  Institutional/Pension  Energy  Income  P-2
          Limited Partnership.



                                      F-58
<PAGE>




    *4.10 First  Amendment  to  Certificate  of  Limited  Partnership  and First
          Amendment  to Amended and Restated  Agreement  of Limited  Partnership
          dated February 24, 1993, for the Geodyne  Institutional/Pension Energy
          Income P-2 Limited Partnership.

    *4.11 Second Amendment to Certificate of Limited  Partnership  dated July 1,
          1996 for the Geodyne  Institutional/Pension  Energy Income P-2 Limited
          Partnership.

    *4.12 Second  Amendment  to  Amended  and  Restated   Agreement  of  Limited
          Partnership    dated    August    4,    1993,    for    the    Geodyne
          Institutional/Pension Energy Income P-2 Limited Partnership.

    *4.13 Third   Amendment  to  Amended  and  Restated   Agreement  of  Limited
          Partnership    dated    August    31,    1995,    for   the    Geodyne
          Institutional/Pension Energy Income P-2 Limited Partnership.

    *4.14 Fourth  Amendment  to  Amended  and  Restated   Agreement  of  Limited
          Partnership dated July 1, 1996, for the Geodyne  Institutional/Pension
          Energy Income P-2 Limited Partnership.

    *4.15 ertificate  of Limited  Partnership  dated  February 13, 1989 for the
          Geodyne Institutional/ Pension Energy Income Limited Partnership P-3.

    *4.16 Amended and Restated  Agreement of Limited  Partnership  dated May 10,
          1989  for the  Geodyne  Institutional/Pension  Energy  Income  Limited
          Partnership P-3.

    *4.17 First  Amendment  to  Certificate  of  Limited  Partnership  and First
          Amendment  to Amended and Restated  Agreement  of Limited  Partnership
          dated February 24, 1993, for the Geodyne  Institutional/Pension Energy
          Income Limited Partnership P-3.

    *4.18 Second Amendment to Certificate of Limited  Partnership  dated July 1,
          1996  for the  Geodyne  Institutional/Pension  Energy  Income  Limited
          Partnership P-3.

    *4.19 Second  Amendment  to  Amended  and  Restated   Agreement  of  Limited
          Partnership    dated    August    4,    1993,    for    the    Geodyne
          Institutional/Pension Energy Income Limited Partnership P-3.

    *4.20 Third   Amendment  to  Amended  and  Restated   Agreement  of  Limited
          Partnership dated August 31, 1995, for the



                                      F-59
<PAGE>



          Geodyne Institutional/Pension Energy Income Limited Partnership P-3.

    *4.21 Fourth  Amendment  to  Amended  and  Restated   Agreement  of  Limited
          Partnership dated July 1, 1996, for the Geodyne  Institutional/Pension
          Energy Income Limited Partnership P-3.

    *4.22 Certificate of Limited  Partnership dated May 10, 1989 for the Geodyne
          Institutional/ Pension Energy Income Limited Partnership P-4.

    *4.23 Amended and Restated  Agreement of Limited  Partnership dated November
          20, 1989 for the Geodyne  Institutional/Pension  Energy Income Limited
          Partnership P-4.

    *4.24 First  Amendment  to  Certificate  of  Limited  Partnership  and First
          Amendment  to Amended and Restated  Agreement  of Limited  Partnership
          dated February 24, 1993, for the Geodyne  Institutional/Pension Energy
          Income Limited Partnership P-4.

    *4.25 Second Amendment to Certificate of Limited  Partnership  dated July 1,
          1996  for the  Geodyne  Institutional/Pension  Energy  Income  Limited
          Partnership P-4.

    *4.26 Second  Amendment  to  Amended  and  Restated   Agreement  of  Limited
          Partnership    dated    August    4,    1993,    for    the    Geodyne
          Institutional/Pension Energy Income Limited Partnership P-4.

    *4.27 Third   Amendment  to  Amended  and  Restated   Agreement  of  Limited
          Partnership    dated    August    31,    1995,    for   the    Geodyne
          Institutional/Pension Energy Income Limited Partnership P-4.

    *4.28 Fourth  Amendment  to  Amended  and  Restated   Agreement  of  Limited
          Partnership dated July 1, 1996, for the Geodyne  Institutional/Pension
          Energy Income Limited Partnership P-4.

    *4.29 Certificate  of Limited  Partnership  dated  November  9, 1989 for the
          Geodyne Institutional/ Pension Energy Income Limited Partnership P-5.

    *4.30 Amended and Restated  Agreement of Limited  Partnership dated February
          26, 1990 for the Geodyne  Institutional/Pension  Energy Income Limited
          Partnership P-5.



                                      F-60
<PAGE>




    *4.31 First  Amendment  to  Certificate  of  Limited  Partnership  and First
          Amendment  to Amended and Restated  Agreement  of Limited  Partnership
          dated February 24, 1993, for the Geodyne  Institutional/Pension Energy
          Income Limited Partnership P-5.

    *4.32 Second Amendment to Certificate of Limited  Partnership  dated July 1,
          1996  for the  Geodyne  Institutional/Pension  Energy  Income  Limited
          Partnership P-5.

    *4.33 Second  Amendment  to  Amended  and  Restated   Agreement  of  Limited
          Partnership    dated    August    4,    1993,    for    the    Geodyne
          Institutional/Pension Energy Income Limited Partnership P-5.

    *4.34 Third   Amendment  to  Amended  and  Restated   Agreement  of  Limited
          Partnership    dated    August    31,    1995,    for   the    Geodyne
          Institutional/Pension Energy Income Limited Partnership P-5.

    *4.35 Fourth  Amendment  to  Amended  and  Restated   Agreement  of  Limited
          Partnership dated July 1, 1996, for the Geodyne  Institutional/Pension
          Energy Income Limited Partnership P-5.

    *4.36 Certificate  of Limited  Partnership  dated  November 28, 1989 for the
          Geodyne Institutional/ Pension Energy Income Lmited Partnership P-6.

    *4.37 Amended and Restated  Agreement of Limited  Partnership  dated October
          5, 1990 for the Geodyne  Institutional/Pension  Energy Income  Limited
          Partnership P-6.

    *4.38 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.

    *4.39 Second Amendment to Certificate of Limited  Partnership  dated July 1,
          1996  for the  Geodyne  Institutional/Pension  Energy  Income  Limited
          Partnership P-6.

    *4.40 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.



                                      F-61
<PAGE>




    *4.41 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.

    *4.42 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.

    *10.1 Amended and Restated  Agreement of Partnership  dated October 25, 1988
          for the Geodyne NPI Partnership P-1.

    *10.2 First  Amendment  to Amended and  Restated  Agreement  of  Partnership
          dated February 26, 1993 for the Geodyne NPI Partnership P-1.

    *10.3 Second  Amendment  to Amended and Restated  Agreement  of  Partnership
          dated July 1, 1996 for the Geodyne NPI Partnership P-1.

    *10.4 Amended and Restated  Agreement of Partnership  dated February 9, 1989
          for the Geodyne NPI Partnership P-2.

    *10.5 First  Amendment  to Amended and  Restated  Agreement  of  Partnership
          dated February 26, 1993 for the Geodyne NPI Partnership P-2.

    *10.6 Second  Amendment  to Amended and Restated  Agreement  of  Partnership
          dated July 1, 1996 for the Geodyne NPI Partnership P-2.

    *10.7 Agreement of  Partnership  dated  February 9, 1989 for the Geodyne NPI
          Partnership P-3.

    *10.8 First  Amendment to Agreement of  Partnership  dated February 26, 1993
          for the Geodyne NPI Partnership P-3.

    *10.9 Second  Amendment to Agreement of  Partnership  dated July 1, 1996 for
          the Geodyne NPI Partnership P-3.

   *10.10 Agreement  of  Partnership  dated April 24, 1989 for the Geodyne NPI
          Partnership P-4.

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

   *10.12 Second Amendment to Agreement of Partnership  dated July 1, 1996 for
          the Geodyne NPI Partnership P-4.



                                      F-62
<PAGE>




    *10.13 Agreement of Partnership  dated October 27, 1989 for the Geodyne NPI
           Partnership P-5.

    *10.14 First Amendment to Agreement of Partnership  dated February 26, 1993
           for the Geodyne NPI Partnership P-5.

    *10.15 Second Amendment to Agreement of Partnership  dated July 1, 1996 for
           the Geodyne NPI Partnership P-5.

    *10.16 Agreement of Partnership dated November 28, 1989 for the Geodyne NPI
           Partnership P-6.

    *10.17 First Amendment to Agreement of Partnership  dated February 26, 1993
           for the Geodyne NPI Partnership P-6.

    *10.18 Second Amendment to Agreement of Partnership  dated July 1, 1996 for
           the Geodyne NPI Partnership P-6.

     *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 P-2 Limited Partnership.

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

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

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

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

      All other Exhibits are omitted as inapplicable.

      ----------

      *Filed herewith.



                                      F-63