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, 1998

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>





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

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

      DOCUMENTS INCORPORATED BY REFERENCE: None





                                       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.........................................55
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............55
      ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.......................55

PART III....................................................................55
      ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL
                  PARTNER...................................................55
      ITEM 11.    EXECUTIVE COMPENSATION....................................57
      ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT................................................64
      ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............66

PART IV.....................................................................68
      ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
                  ON FORM 8-K...............................................68
    SIGNATURES..............................................................73




                                       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 29 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 January 31, 1999,
Samson owned interests in  approximately  10,500 oil and gas wells located in 19
states of the United States and the countries of Canada,  Venezuela, and Russia.
At January  31,  1999,  Samson  operated  approximately  2,900 oil and gas wells
located in 15 states of the United  States,  as well as Canada,  Venezuela,  and
Russia.

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

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

      As limited partnerships,  the Partnerships have no officers, directors, or
employees.  They rely instead on the  personnel  of the General  Partner and the
other Samson Companies.  As of February 15, 1999, Samson employed  approximately
850 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  domestic  oil and gas  industry is highly  competitive,  with a large
number of companies and  individuals  engaged in the exploration and development
of oil and gas properties. The ability of the Partnerships to produce and market
oil and gas  profitably  depends  on a number of  factors  that are  beyond  the
control  of  the  Partnerships.   These  factors  include  worldwide   political
instability  (especially  in  oil-producing  regions),   United  Nations  export
embargoes,  the supply and price of foreign imports of oil and gas, the level of
consumer product demand (which can be heavily  influenced by weather  patterns),
government  regulations  and taxes,  the price and  availability  of alternative
fuels,  the overall economic  environment,  and the availability and capacity of
transportation and processing facilities.  The effect of these factors on future
oil and gas industry trends cannot be accurately predicted or anticipated.

      The most important  variable  affecting the Partnerships'  revenues is the
prices  received for the sale of oil and gas.  Predicting  future  prices is not
possible.  Concerning  past trends,  average  yearly  wellhead gas prices in the
United States have been volatile for a number of years.  For the past ten years,
such average prices have generally been in the $1.40 to



                                       6
<PAGE>



$2.40 per Mcf  range.  Gas  prices  are  currently  in the  lower  half of the
10-year average range described above.

      Substantially  all of the Partnerships' gas reserves are being sold on the
"spot  market."  Prices on the spot  market  are  subject to wide  seasonal  and
regional pricing  fluctuations due to the highly  competitive nature of the spot
market. In addition,  such spot market sales are generally  short-term in nature
and are dependent  upon the  obtaining of  transportation  services  provided by
pipelines.  Spot prices for the Partnerships'  gas decreased from  approximately
$2.32 per Mcf at December  31, 1997 to  approximately  $1.93 per Mcf at December
31, 1998. 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.  Continued very low oil
prices as discussed below may cause downward  pressure on gas prices due to some
users of gas converting to oil as a cheaper fuel alternative.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel range.  Due to global  consumption and supply trends
over the last year as well as a drop in Asian energy demand, oil prices over the
past  year  have  reached  historically  low  levels,  dropping  to  as  low  as
approximately  $9.25  per  barrel.  It is not  known  whether  this  trend  will
continue.  Prices for the Partnerships' oil decreased from approximately  $16.25
per barrel at December  31, 1997 to  approximately  $9.50 per barrel at December
31, 1998.

      Future prices for both oil and gas will likely be different  from (and may
be lower than) the prices in effect on December 31, 1998.  Management  is unable
to predict whether future oil and gas prices will (i) stabilize,  (ii) increase,
or (iii) decrease.


      Significant Customers

      The following  customers  accounted for ten percent or more of the oil and
gas sales  attributable to the  Partnerships'  Net Profits  Interests during the
year ended December 31, 1998:




                                       7
<PAGE>



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

       P-1           El Paso Energy Marketing
                       Company ("El Paso")                    31.7%
                     Chevron U.S.A., Inc.
                       ("Chevron")                            14.9%
                     Texaco Exploration and
                       Production, Inc. ("Texaco")            11.2%

       P-2           El Paso                                  30.7%
                     Chevron                                  13.0%
                     Texaco                                   12.8%

       P-3           El Paso                                  30.5%
                     Texaco                                   12.9%
                     Chevron                                  12.9%


       P-4           El Paso                                  36.7%
                     Valero Industrial Gas LP                 29.1%
                     Phibro Energy, Inc.                      16.1%

       P-5           El Paso                                  73.1%

       P-6           El Paso                                  32.5%
                     HPL Resources Company                    16.8%
                     Tejas Gas Marketing
                       Company                                14.0%

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



                                       8
<PAGE>



drilling and spacing of wells,  allowable  rates of  production,  prevention  of
waste and  pollution,  and  protection  of the  environment.  In addition to the
direct costs borne in complying with such  regulations,  operations and revenues
may be  impacted  to the  extent  that  certain  regulations  limit  oil and gas
production to below economic levels.

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

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

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


      Insurance Coverage

      Exploration for and production of oil and gas are subject to many inherent
risks,  including  blowouts,   pollution,   fires,  and  other  casualties.  The
Partnerships  maintain  insurance  coverage as is  customary  for  entities of a
similar  size  engaged  in  similar  operations,   but  losses  can  occur  from
uninsurable risks or in amounts in excess of existing  insurance  coverage.  The
occurrence  of an event  which is not fully  covered by  insurance  could have a
material adverse effect on the Partnerships'  financial 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, 1998.

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

             P-1        954        730      194       30
             P-2        998        754      214       30
             P-3        998        754      214       30
             P-4        192        101       90        1
             P-5         72         22       50        -
             P-6        119         33       86        -

---------------
(1)   The  designation  of a well  as an oil  well  or gas  well  is made by the
      General  Partner based on the relative  amount of oil and gas reserves for
      the well.  Regardless of a well's oil or gas  designation,  it may produce
      oil, gas, or both oil and gas.
(2)   Wells which have not been designated as oil or gas.


      Drilling Activities

      During 1998 the P-1, P-2, and P-3 Partnerships  indirectly  participated
in the developmental  drilling activities  described below. Such Partnerships'
revenue interest in each well is less than 1%:

Well Name:        County:       State:    Completed:  Type: Status:
----------        -------       ------    ----------  ----- -------
Frances No. 1     Wheeler       TX        07/01/98    Gas   Producing
Bryant No. 2-44   Wheeler       TX        05/08/98    Gas   Producing
Coltharp No. 2-51 Wheeler       TX        06/24/98    Gas   Producing
Schoolfield No. 1 Duval         TX        07/27/98    Gas   Producing
Henshaw Deep
  Unit No. 9      Eddy          NM        06/09/98    Gas   Producing
Hunt 36 No. 6     Sutton        TX        09/19/98    Gas   Producing
Red Draw No. 5    Howard        TX        04/17/98    Oil   Producing

      During  1998  the  P-4  Partnership   indirectly   participated  in  the
developmental   drilling   activities   described  below.  Such  Partnership's
revenue interest in each well is less than 1%:




                                       10
<PAGE>



Well Name:        County:       State:    Completed:  Type: Status:
----------        -------       ------    ----------  ----- -------
Lemasters No. 1-9 Washita       OK        08/20/98    Gas   Producing
N.H. Clark No. 14 Webb          TX        02/10/98    Gas   Producing
J.M. Ruiz No. 5   Webb          TX        04/14/98    Gas   Producing
Prevost No. 6     Webb          TX        10/03/98    Gas   Producing


      During 1998 the P-5 and P-6 Partnerships  indirectly participated in the
developmental   drilling   activities   described  below.  Such  Partnerships'
revenue interest in each well is less than 1%:


Well Name:        County:       State:    Completed:  Type: Status:
----------        -------       ------    ----------  ----- -------
Carlisle Trust
  34 No. 1        Harper         OK       03/15/98    Gas   Producing
Poorbaugh Trust
  No. 8-1         Beaver         OK       05/11/98    Gas   Producing
Follis No. 1-10   Roger Mills    OK       06/09/98    Gas   Producing
Pearson No. 2-28  Pittsburg      OK       04/26/98    Gas   Producing
Thornton No. 2-5  Pittsburg      OK       04/28/98    Gas   Producing
Canyon Ranch 
  83-10S          Sutton         TX       04/16/98    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,
                                    ----------------------------------------
                                       1998           1997           1996
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                        26,676         32,044         33,798
      Gas (Mcf)                        321,426        357,516        468,446

   Oil and gas sales(1):
      Oil                           $  357,439     $  598,856     $  670,897
      Gas                              585,775        813,010        911,723
                                     ---------      ---------      ---------
         Total                      $  943,214     $1,411,866     $1,582,620
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $13.40         $18.69         $19.85
      Per Mcf of gas                      1.82           2.27           1.95
----------
(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 $248,295, $347,761, and $391,309,  respectively, of production expenses
      incurred by the Affiliated Programs.





                                       12
<PAGE>



                             Net Production Data

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

                                          Year Ended December 31,
                                    ----------------------------------------
                                       1998           1997           1996
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                       18,652          22,873         24,049
      Gas (Mcf)                       266,232         301,132        390,047

   Oil and gas sales(1):
      Oil                            $249,655      $  428,036     $  478,550
      Gas                             492,065         697,928        764,204
                                      -------       ---------      ---------
         Total                       $741,720      $1,125,964     $1,242,754
                                     ========       =========      =========
   Average sales price:
      Per barrel of oil                $13.38          $18.71         $19.90
      Per Mcf of gas                     1.85            2.32           1.96
----------
(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 $203,535, $289,470, and $331,325,  respectively, of production expenses
      incurred by the Affiliated Programs.




                                       13
<PAGE>




                              Net Production Data

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

                                          Year Ended December 31,
                                    ----------------------------------------
                                       1998           1997           1996
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                        34,533         42,259         44,496
      Gas (Mcf)                        496,649        565,052        737,600

   Oil and gas sales(1):
      Oil                           $  462,244     $  791,047     $  885,630
      Gas                              919,875      1,312,229      1,441,296
                                     ---------      ---------      ---------
         Total                      $1,382,119     $2,103,276     $2,326,926
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $13.39         $18.72         $19.90
      Per Mcf of gas                      1.85           2.32           1.95
----------
(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 $384,655, $543,301, and $620,667,  respectively, of production expenses
      incurred by the Affiliated Programs.



                                       14
<PAGE>



                              Net Production Data

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

                                          Year Ended December 31,
                                    ----------------------------------------
                                       1998           1997           1996
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                        16,783         19,686         22,949
      Gas (Mcf)                        370,975        513,815        630,841

   Oil and gas sales(1):
      Oil                           $  210,592     $  387,375     $  477,130
      Gas                              797,041      1,267,510      1,332,412
                                     ---------      ---------      ---------
         Total                      $1,007,633     $1,654,885     $1,809,542
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $12.55         $19.68         $20.79
      Per Mcf of gas                      2.15           2.47           2.11
----------
(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 $273,107, $364,105, and $435,907,  respectively, of production expenses
      incurred by the Affiliated Programs.



                                       15
<PAGE>



                              Net Production Data

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

                                          Year Ended December 31,
                                    ----------------------------------------
                                       1998           1997           1996
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                         6,315          7,972         10,757
      Gas (Mcf)                        552,109        516,756        627,998

   Oil and gas sales(1):
      Oil                           $   88,408     $  158,471     $  214,553
      Gas                            1,030,105      1,148,588      1,229,170
                                     ---------      ---------      ---------
         Total                      $1,118,513     $1,307,059     $1,443,723
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $14.00         $19.88         $19.95
      Per Mcf of gas                      1.87           2.22           1.96
----------
(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 $291,437, $306,934, and $331,092,  respectively, of production expenses
      incurred by the Affiliated Programs.




                                       16
<PAGE>



                              Net Production Data

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

                                          Year Ended December 31,
                                    ----------------------------------------
                                       1998           1997           1996
                                    ----------     ----------     ----------

   Production:
      Oil (Bbls)                        19,139         18,461         21,377
      Gas (Mcf)                        948,078        984,971      1,162,652

   Oil and gas sales(1):
      Oil                           $  280,141     $  354,536     $  437,360
      Gas                            1,737,876      2,231,611      2,359,218
                                     ---------      ---------      ---------
         Total                      $2,018,017     $2,586,147     $2,796,578
                                     =========      =========      =========
   Average sales price:
      Per barrel of oil                 $14.64         $19.20         $20.46
      Per Mcf of gas                      1.83           2.27           2.03
----------
(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 $777,917, $792,462, and $793,621,  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, 1998 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
Petroleum Engineers ("Ryder Scott"), an independent  petroleum engineering firm.
As used  throughout  this  Annual  Report,  "proved  reserves"  refers  to those
estimated  quantities of crude oil, gas, and gas liquids  which  geological  and
engineering  data  demonstrate  with  reasonable  certainty to be recoverable in
future  years from known oil and gas  reservoirs  under  existing  economic  and
operating conditions.

      Net present  value  represents  estimated  future gross cash flow from the
production and sale of proved reserves,  net of estimated oil and gas production
costs (including production taxes, ad valorem taxes, and operating expenses) and
estimated  future  development  costs,  discounted at 10% per annum. Net present
value of the proved  reserves was  calculated  on the basis of current costs and
prices at December 31, 1998.  Such prices were not  escalated  except in certain
circumstances   where  escalations  were  fixed  and  readily   determinable  in
accordance with applicable contract  provisions.  The prices used in calculating
the net present value of the proved reserves do not  necessarily  reflect market
prices for oil and gas production  subsequent to December 31, 1998. There can be
no  assurance  that the prices  used in  calculating  the net  present  value at
December 31, 1998 will actually be realized for such production.

      The process of  estimating  oil and gas  reserves  is  complex,  requiring
significant  subjective  decisions in the  evaluation  of available  geological,
engineering,  and  economic  data  for  each  reservoir.  The  data  for a given
reservoir may change substantially over time as a result of, among other things,
additional development activity, production history, and viability of production
under varying economic conditions;  consequently, it is reasonably possible that
material  revisions to existing reserve  estimates may occur in the near future.
Although  every  reasonable  effort has been made to ensure  that these  reserve
estimates represent the most accurate assessment  possible,  the significance of
the  subjective  decisions  required and variances in available data for various
reservoirs  make these  estimates  generally  less precise than other  estimates
presented in connection with financial statement disclosures.




                                       18
<PAGE>




                              Proved Reserves and
                               Net Present Values
                              From Proved Reserves

                           As of December 31, 1998(1)

P-1 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                 2,064,654
      Oil and liquids (Bbls)                                      162,773

   Net present value (discounted at 10% per annum)             $2,748,581


P-2 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                 1,876,091
      Oil and liquids (Bbls)                                      122,784

   Net present value (discounted at 10% per annum)             $2,280,687


P-3 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                 3,519,252
      Oil and liquids (Bbls)                                      227,669

   Net present value (discounted at 10% per annum)             $4,253,360


P-4 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                 2,436,365
      Oil and liquids (Bbls)                                       46,408

   Net present value (discounted at 10% per annum)             $2,754,368


P-5 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                 2,326,026
      Oil and liquids (Bbls)                                       33,143

   Net present value (discounted at 10% per annum)             $2,202,003





                                       19
<PAGE>



P-6 Partnership:
---------------
   Estimated proved reserves:
      Gas (Mcf)                                                 4,071,736
      Oil and liquids (Bbls)                                       96,435

   Net present value (discounted at 10% per annum)             $3,961,945

---------

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


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


Significant Properties

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

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




                                       20
<PAGE>



                 Significant Properties as of December 31, 1998
                 ----------------------------------------------

                                Wells
                             Operated by
                             Affiliates      Oil        Gas
                   Total     -----------   Reserves    Reserves      Present
Basin              Wells     Number   %     (Bbl)       (Mcf)         Value
-----------        -----     ------  ---   --------    --------      -------
P-1 P/ship:
  Permian          2,368       3       -%  151,380      945,432   $1,598,300
  Anadarko            73      16      22%    4,471    1,041,751    1,065,350

P-2 P/ship:
  Permian          2,368       3       -%  103,550      651,220   $1,099,291
  Anadarko            73      16      22%    4,541      838,933      853,890
  South. Ok.
   Folded Belt        27      22      81%    8,995      303,220      247,683

P-3 P/ship:
  Permian          2,367       3       -%  190,812    1,200,727   $2,025,025
  Anadarko            73      16      22%    8,531    1,560,177    1,586,503
  South. Ok.
   Folded Belt        27      22      81%   17,704      596,165      486,584

P-4 P/ship:
  Gulf Coast          83      12      14%   31,945    1,096,426   $1,404,452
  Anadarko            60       9      15%    7,414      892,306      884,427
  Arkla               40       -       -%    3,136      232,383      283,700

P-5 P/ship:
  Anadarko            84      29      35%    5,754    1,505,003   $1,481,507
  South. Ok.
   Folded Belt        70       -       -%   18,072      419,487      394,159
  Permian             59      27      46%    8,987      372,914      272,828

P-6 P/ship:
  Anadarko            84      29      35%    3,902    1,477,169   $1,467,108
  Permian             62      29      47%   11,124    1,482,238    1,324,082
  South. Ok.
   Folded Belt        83      13      16%   69,316      265,607      457,209
  Gulf Coast          12       1       8%    4,785      486,640      477,018



      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.




                                       21
<PAGE>



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


ITEM 3.  LEGAL PROCEEDINGS

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


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

      There were no matters  submitted to a vote of the Limited  Partners of any
Partnership during 1998.


PART II.

ITEM 5.  MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS

      As  of  February  1,  1999,  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            845
                P-2             90,094            634
                P-3            169,637          1,433
                P-4            126,306            974
                P-5            118,449          1,052
                P-6            143,041            792


      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



                                       22
<PAGE>



General Partner believes that the transfers  between unrelated parties have been
limited  and  sporadic in number and volume.  Other than trades  facilitated  by
certain  secondary  trading firms and matching  services,  no organized  trading
market for Units  exists and none is expected  to develop.  Due to the nature of
these transactions,  the General Partner has no verifiable information regarding
prices at which  Units have been  transferred.  Further,  a  transferee  may not
become a substitute Limited Partner without the consent of the General Partner.

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


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

                      1997                          1998                1999
            -------------------------     -------------------------     ----
            1st    2nd    3rd    4th      1st     2nd    3rd   4th      1st
P/ship      Qtr.   Qtr.   Qtr.   Qtr.     Qtr.    Qtr.   Qtr.  Qtr.     Qtr.
------      ----   ----   ----   ----     ----    ----   ----  ----     ----

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

      In addition to this repurchase  offer, the Partnerships  have been subject
to "4.9% tender  offers" from several  third parties  during 1997 and 1998.  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 1997 and 1998 and the first quarter of 1999:

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

                                 1997
            -------------------------------------------------
              1st           2nd         3rd          4th
   P/ship   Quarter(1)    Quarter     Quarter(1)   Quarter(1)
   ------   ---------     -------     ---------    ----------
    P-1       $2.61       $2.73         $3.90        $2.19
    P-2        2.36        2.66(1)       4.00         1.84
    P-3        2.33        2.64(1)       4.02         1.82
    P-4        2.54        3.42          4.04         1.84
    P-5        2.00        2.90          2.16         1.39
    P-6        2.09        4.63(1)       2.47         2.43

                                 1998                               1999
            --------------------------------------------------    ----------
              1st           2nd          3rd          4th           1st
   P/ship   Quarter(1)    Quarter(1) Quarter(1)     Quarter       Quarter
   ------   ----------    ---------  ----------    -----------    ----------
    P-1       $4.52       $2.50         $5.44        $1.13        $ .92
    P-2        3.95        2.30          4.51         1.02          .87
    P-3        3.90        2.28          4.41         1.01          .85
    P-4        1.75        2.12          1.20         1.12          .69
    P-5        1.74        2.83          2.94         1.53         1.23
    P-6        2.49        2.94          2.13         1.73         2.08

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

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



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

                                          1998              1997              1996              1995             1994
                                      ------------      ------------      ------------      ------------      ------------

<S>                                   <C>               <C>               <C>               <C>               <C>       
Net Profits                            $  694,919        $1,064,105        $1,191,311        $  935,026        $1,089,659
Net Income (Loss):
   Limited Partners                       760,585           106,676           773,173             6,098       (    82,364)
   General Partner                         60,539            54,016            53,849            33,359            38,499
   Total                                  821,124           160,692           827,022            39,457       (    43,865)
Limited Partners' Net
   Income (Loss) per
   Unit                                      7.04               .99              7.15               .06       (       .76)
Limited Partners' Cash
   Distributions per Unit                   13.59             11.43              9.41              6.99              8.60
Total Assets                            1,372,787         2,076,686         3,230,759         3,488,930         4,243,473
Partners' Capital (Deficit)
   Limited Partners                     1,455,686         2,164,101         3,293,425         3,537,252         4,286,154
   General Partner                    (    82,899)      (    87,415)      (    62,666)      (    48,322)      (    42,681)
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
                                                     ---------------

                                       1998              1997              1996              1995               1994
                                   ------------      ------------      ------------      ------------      ------------

<S>                                <C>               <C>               <C>               <C>               <C>       
Net Profits                         $  538,185        $  836,494        $  911,429        $  715,608        $  786,768
Net Income (Loss):
   Limited Partners                    545,193            45,213           551,248       (   182,851)      (    99,086)
   General Partner                      36,137            41,244            40,232            23,562            26,363
   Total                               581,330            86,457           591,480       (   159,289)      (    72,723)
Limited Partners' Net
   Income (Loss) per Unit                 6.05               .50              6.12       (      2.03)      (      1.10)
Limited Partners' Cash
   Distributions per Unit                11.78             10.86              8.42              6.04              8.66
Total Assets                         1,172,679         1,686,752         2,635,549         2,854,539         3,586,328
Partners' Capital (Deficit)
   Limited Partners                  1,243,383         1,759,190         2,692,977         2,900,729         3,628,580
   General Partner                 (    70,704)      (    72,438)      (    57,428)      (    46,190)      (    42,252)
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
                                                     ---------------

                                       1998              1997              1996              1995              1994
                                   ------------      ------------      ------------      ------------      ------------

<S>                               <C>                <C>               <C>             <C>                 <C>       
Net Profits                        $  997,464         $1,559,975        $1,706,259      $1,327,052          $1,472,407
Net Income (Loss):
   Limited Partners                 1,009,546             30,632         1,024,694     (   413,819)           (183,184)
   General Partner                     66,787             76,414            75,192          42,468              49,058
   Total                            1,076,333            107,046         1,099,886     (   371,351)           (134,126)
Limited Partners' Net
   Income (Loss) per
   Unit                                  5.95                .18              6.04     (      2.44)        (      1.08)
Limited Partners' Cash
   Distributions per
   Unit                                 11.60              10.81              8.21            6.21                8.60
Total Assets                        2,183,351          3,136,542         4,968,083       5,355,843           6,836,194
Partners' Capital
   (Deficit)
   Limited Partners                 2,316,346          3,273,800         5,075,168       5,442,474           6,911,293
   General Partner              (    132,995)        (   137,258)      (   107,085)    (    86,631)        (    75,099)
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
                                                     ---------------

                                          1998              1997              1996              1995              1994
                                      ------------      ------------      ------------      ------------      ------------

<S>                                  <C>                <C>             <C>              <C>                  <C>       
Net Profits                           $  734,526         $1,290,780      $1,373,635       $1,251,153           $1,779,306
Net Income (Loss):
   Limited Partners                      357,206             52,241         584,825      (   496,777)         (   152,785)
   General Partner                        27,697             49,097          52,931           40,039               64,877
   Total                                 384,903            101,338         637,756      (   456,738)         (    87,908)
Limited Partners' Net
   Income (Loss) per Unit                   2.83                .41            4.63      (      3.93)         (      1.21)
Limited Partners' Cash
   Distributions per Unit                   6.19              11.84            9.62             8.36                15.11
Total Assets                           1,403,444          1,827,292       3,283,477        3,940,479            5,506,217
Partners' Capital (Deficit)
   Limited Partners                    1,497,297          1,922,091       3,364,850        3,995,025            5,546,802
   General Partner                 (    93,853)         (    94,799)    (    81,373)     (    54,546)         (    40,585)
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
                                                     ---------------

                                       1998              1997              1996              1995              1994
                                   ------------      ------------      ------------      ------------      ------------

<S>                               <C>                <C>             <C>                <C>                <C>       
Net Profits                        $  827,076         $1,000,125      $1,112,631        $  938,957          $1,180,970
Net Income (Loss):
   Limited Partners                   710,547        (   355,086)        593,334        (  201,341)         (1,811,683)
   General Partner                     48,790             34,199          46,364            30,697              24,070
   Total                              759,337        (   320,887)        639,698        (  170,644)         (1,787,613)
Limited Partners' Net
   Income (Loss) per Unit                6.00        (      3.00)           5.01        (     1.70)        (     15.30)
Limited Partners' Cash
   Distributions per Unit                9.04               8.45            6.87              5.79                8.99
Total Assets                        1,257,489          1,621,507       2,993,188         3,225,517           4,115,661
Partners' Capital (Deficit)
   Limited Partners                 1,336,737          1,696,190       3,053,276         3,273,942           4,160,283
   General Partner               (     79,248)       (    74,683)    (    60,088)       (   48,425)        (    44,622)
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
                                                     ---------------

                                        1998              1997              1996              1995              1994
                                    ------------      ------------      ------------      ------------      ------------

<S>                                <C>               <C>               <C>              <C>                 <C>       
Net Profits                         $1,240,100        $1,793,685        $2,002,957       $1,284,185          $1,487,321
Net Income (Loss):
   Limited Partners                    739,792            97,934           996,385      (   907,347)        (   346,636)
   General Partner                      56,121            67,889            84,925           36,393              50,124
   Total                               795,913           165,823         1,081,310      (   870,954)        (   296,512)
Limited Partners' Net
   Income (Loss) per Unit                 5.17               .68              6.97      (      6.34)        (      2.42)
Limited Partners' Cash
   Distributions per Unit                 9.29             11.62             10.07             5.73                9.52
Total Assets                         2,511,782         3,112,118         4,714,677        5,170,032           6,903,486
Partners' Capital (Deficit)
   Limited Partners                  2,618,424         3,208,632         4,773,698        5,217,313           6,944,660
   General Partner                 (   106,642)      (    96,514)      (    59,021)     (    47,281)        (    41,174)
Number of Units
   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.  As previously  noted,  the
Partnerships  own net profits and royalty  interests in oil and gas  properties.
The  Partnerships'  net profits  interests were carved out of Working  Interests
which were acquired by the Affiliated  Programs.  Net profits  interests entitle
the Partnerships to a share of net revenues from producing  properties  measured
by a  specific  percentage  of the  net  profits  realized  by  such  Affiliated
Programs.  Except  where  otherwise  noted,  references  to certain  operational
activities of the  Partnerships  are actually the  activities of the  Affiliated
Programs.  As the holder of a net profits interest,  a Partnership is not liable
to pay any  amount by which oil and gas  operating  costs  and  expenses  exceed
revenues for any period,  although  any  deficit,  together  with  interest,  is
applied to reduce the amounts payable to the Partnership in



                                       32
<PAGE>



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

      The most important  variable  affecting the Partnerships'  revenues is the
prices  received for the sale of oil and gas.  Predicting  future  prices is not
possible.  Concerning  past trends,  average  yearly  wellhead gas prices in the
United States have been volatile for a number of years.  For the past ten years,
such average prices have generally been in the $1.40 to $2.40 per Mcf range. Gas
prices are currently in the lower half of the 10-year  average  range  described
above.

      Substantially  all of the Partnerships' gas reserves are being sold on the
"spot  market."  Prices on the spot  market  are  subject to wide  seasonal  and
regional pricing  fluctuations due to the highly  competitive nature of the spot
market. In addition,  such spot market sales are generally  short-term in nature
and are dependent  upon the  obtaining of  transportation  services  provided by
pipelines.  Spot prices for the Partnerships'  gas decreased from  approximately
$2.32 per Mcf at December  31, 1997 to  approximately  $1.93 per Mcf at December
31, 1998. 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.  Continued very low oil
prices as discussed below may cause downward  pressure on gas prices due to some
users of gas converting to oil as a cheaper fuel alternative.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel range.  Due to global  consumption and supply trends
over the last year as well as a drop in Asian energy demand, oil prices over the
past  year  have  reached  historically  low  levels,  dropping  to  as  low  as
approximately  $9.25  per  barrel.  It is not  known  whether  this  trend  will
continue.  Prices for the Partnerships' oil decreased from approximately  $16.25
per barrel at December  31, 1997 to  approximately  $9.50 per barrel at December
31, 1998.

      Future prices for both oil and gas will likely be different  from (and may
be lower than) the prices in effect on December 31, 1998.  Management  is unable
to 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.



                                       33
<PAGE>



At some point,  production physically ceases or becomes no longer economic.  The
Partnerships  are  not  acquiring  additional  Net  Profits  Interests,  and the
existing  Net Profits  Interests  are not  experiencing  significant  additional
production through drilling or other capital projects. Therefore, volumes of oil
and gas produced from the properties  underlying the  Partnerships'  Net Profits
Interests  naturally  decline  from  year to  year.  While it is  difficult  for
management to predict future production from these properties, it is likely that
this general trend of declining production will continue.

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


      Results of Operations

      An  analysis  of the  change  in net oil and gas  operations  (oil and gas
sales, less lease operating  expenses and production taxes), is presented in the
tables following "Results of Operations" under the heading "Average Proceeds and
Units of Production."  Following is a discussion of each Partnerships results of
operations  for the year ended  December  31, 1998 as compared to the year ended
December  31, 1997 and for the year ended  December  31, 1997 as compared to the
year ended December 31, 1996.





                                       34
<PAGE>




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

                     Year Ended December 31, 1998 Compared
                        to Year Ended December 31, 1997
                    --------------------------------------

      Total Net Profits decreased  $369,186 (34.7%) in 1998 as compared to 1997.
Of this decrease, approximately $100,000 and $82,000, respectively, were related
to  decreases  in volumes  of oil and gas sold and  approximately  $141,000  and
$145,000,  respectively,  were related to decreases in the average prices of oil
and gas sold. The decrease in Net Profits related to decreased oil and gas sales
was partially offset by an approximate  $99,000 decrease in production  expenses
incurred  by the owners of the  Working  Interests.  Volumes of oil and gas sold
decreased  5,368  barrels and 36,090 Mcf,  respectively,  in 1998 as compared to
1997.  The decreases in volumes of oil and gas sold resulted  primarily from the
sale of several wells during 1997 and 1998. The decrease in production  expenses
resulted  primarily from (i) a decrease in lease operating  expenses  associated
with the  decreases  in  volumes  of oil and gas sold  and  (ii) a  decrease  in
production taxes associated with the decrease in oil and gas sales.  Average oil
and gas prices  decreased to $13.40 per barrel and $1.82 per Mcf,  respectively,
in 1998 from $18.69 per barrel and $2.27 per Mcf, respectively, in 1997.

      As  discussed  in  "Liquidity  and  Capital   Resources"  below,  the  P-1
Partnership sold certain Net Profits Interests during 1998 and recognized a gain
of $476,752 on such sales.  Sales of Net Profits  Interests during 1997 resulted
in the P-1 Partnership recognizing similar gains totaling $380,408.

      Depletion of Net Profits  Interests  decreased  $28,620 (10.9%) in 1998 as
compared to 1997. This decrease resulted primarily from the decreases in volumes
of oil and gas sold. As a percentage of Net Profits,  this expense  increased to
33.8% in 1998 from 24.8% in 1997. This percentage  increase was primarily due to
the decrease in Net Profits.

      The P-1  Partnership  recognized  a non-cash  charge  against  earnings of
$902,042 in the first quarter of 1997.  Of this amount,  $113,945 was related to
the decline in oil and gas prices used to  determine  future cash flows from the
P-1  Partnership's Net Profits Interests in proved oil and gas reserves at March
31, 1997 and $788,097 was related to the writing-off of Net Profits Interests in
unproved  properties.  The  unproved  properties  were  written off based on the
General  Partner's   determination  that  it  was  unlikely  that  the  unproved
properties  would be  developed  due to low oil and gas prices  and  Partnership
Agreement  provisions  which limit the P-1  Partnership's  level of  permissible
indirect drilling activity through its Affiliated  Programs.  No similar charges
were necessary during 1998.



                                       35
<PAGE>




      General and  administrative  expenses  decreased  $1,998 (1.5%) in 1998 as
compared to 1997. As a percentage of Net Profits,  these  expenses  increased to
18.3% in 1998 from 12.1% in 1997. This percentage  increase was primarily due to
the decrease in Net Profits.

      The P-1  Partnership  achieved  payout  during the third  quarter of 1998.
After payout, operations and revenues for the P-1 Partnership have been and will
be  allocated   using  the  after  payout   percentages   included  in  the  P-1
Partnership's  Partnership  Agreement.  Unless  and until the  Limited  Partners
receive cash  distributions  resulting in the  recognition  of a 12%  annualized
return  on  Limited  Partners'  subscriptions,  after  payout  percentages  will
allocate operating income and expenses 10% to the General Partner and 90% to the
Limited Partners. Before payout, operating income and expenses were allocated 5%
to the General Partner and 95% to the Limited Partners.

      Cumulative cash distributions to the Limited Partners through December 31,
1998 were $11,482,558 or 106.25% of the Limited Partners' capital contributions.


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

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



                                       36
<PAGE>




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

      The P-1  Partnership  recognized  a non-cash  charge  against  earnings of
$902,042 in the first quarter of 1997.  Of this amount,  $113,945 was related to
the decline in oil and gas prices used to  determine  future cash flows from the
P-1  Partnership's Net Profits Interests in proved oil and gas reserves at March
31, 1997 and $788,097 was related to the writing-off of Net Profits Interests in
unproved  properties.  The General Partner  determined that it was unlikely that
the unproved  properties  would be  developed  due to low oil and gas prices and
Partnership  Agreement  provisions  which limit the P-1  Partnership's  level of
permissible  indirect  drilling  activity  through its Affiliated  Programs.  No
similar charges were necessary in 1996.

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


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

                     Year Ended December 31, 1998 Compared
                        to Year Ended December 31, 1997
                    --------------------------------------

      Total Net Profits decreased  $298,309 (35.7%) in 1998 as compared to 1997.
Of this decrease,  approximately $79,000 and $81,000, respectively, were related
to  decreases  in  volumes  of oil and gas sold and  approximately  $99,000  and
$125,000,  respectively,  were related to decreases in the average prices of oil
and gas sold. The decrease in Net Profits related to decreased oil and gas sales
was partially offset by an approximate  $86,000 decrease in production  expenses
incurred  by the owners of the  Working  Interests.  Volumes of oil and gas sold
decreased  4,221  barrels and 34,900 Mcf,  respectively,  in 1998 as compared to
1997.  The decreases in volumes of oil and gas sold resulted  primarily from the
sale of several wells during 1997 and 1998. The decrease in production  expenses
resulted  primarily from (i) a decrease in lease operating  expenses  associated
with the  decreases  in  volumes  of oil and gas sold  and  (ii) a  decrease  in
production taxes associated with the decrease in oil and gas sales.  Average oil
and gas prices decreased to $13.38 per barrel



                                       37
<PAGE>



and $1.85 per Mcf,  respectively,  in 1998 from  $18.71 per barrel and $2.32 per
Mcf, respectively, in 1997.

      As  discussed  in  "Liquidity  and  Capital   Resources"  below,  the  P-2
Partnership sold certain Net Profits Interests during 1998 and recognized a gain
of $328,122 on such sales.  Sales of Net Profits  Interests during 1997 resulted
in the P-2 Partnership recognizing similar gains totaling $284,247.

      Depletion of Net Profits  Interests  decreased  $19,889  (9.6%) in 1998 as
compared to 1997.  As a  percentage  of Net Profits,  this expense  increased to
34.8% in 1998 from 24.8% in 1997. This percentage  increase was primarily due to
the decrease in Net Profits.

      The P-2  Partnership  recognized  a non-cash  charge  against  earnings of
$727,893 in 1997. Of this amount, $113,005 was related to the decline in oil and
gas prices used to determine  future cash flows from the P-2  Partnership's  Net
Profits  Interests in proved oil and gas reserves at March 31, 1997 and $614,888
was related to the writing-off of Net Profits Interests in unproved  properties.
These  unproved  properties  were  written  off based on the  General  Partner's
determination  that it was  unlikely  that  the  unproved  properties  would  be
developed  due to low oil and gas prices and  Partnership  Agreement  provisions
which  limit  the P-2  Partnership's  level  of  permissible  indirect  drilling
activity  through its  Affiliated  Programs.  No similar  charges were necessary
during 1998.

      General and  administrative  expenses  decreased  $1,480 (1.4%) in 1998 as
compared to 1997. As a percentage of Net Profits,  these  expenses  increased to
19.7% in 1998 from 12.9% in 1997. This percentage  increase was primarily due to
the decrease in Net Profits.

      Cumulative cash distributions to the Limited Partners through December 31,
1998 were $8,723,561 or 96.83% of the Limited Partners' capital contributions.


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

      Total Net Profits decreased $74,935 (8.2%) in 1997 as compared to 1996. Of
this decrease, approximately $23,000 and $174,000, respectively, were related to
decreases in oil and gas volumes sold, and approximately  $27,000 was related to
a decrease in the average  price of oil sold,  which  decreases  were  partially
offset by an increase of  approximately  $108,000 related to the increase in the
average  price of gas  sold.  In  addition,  the  decrease  in Net  Profits  was
partially offset by an increase of approximately $42,000 related to decreases in
production expenses incurred by the owners of the Working Interests.  Volumes of
oil



                                       38
<PAGE>



and gas sold decreased  1,176 barrels and 88,915 Mcf,  respectively,  in 1997 as
compared to 1996.  The decrease in volumes of gas sold resulted  primarily  from
(i) a  negative  prior  period  volume  adjustment  made by a  purchaser  on two
significant  wells in 1997, (ii) a positive prior period volume  adjustment made
by a  purchaser  on several  wells in 1996,  (iii) the sale of several  wells in
early 1997, and (iv) normal  declines in production.  The decrease in production
expenses resulted  primarily from the decrease in volumes of oil and gas sold in
1997.  Average oil prices decreased to $18.71 per barrel in 1997 from $19.90 per
barrel in 1996. Average gas prices increased to $2.32 per Mcf in 1997 from $1.96
per Mcf in 1996.

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

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

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

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

                     Year Ended December 31, 1998 Compared
                        to Year Ended December 31, 1997
                    --------------------------------------

      Total Net Profits decreased  $562,511 (36.1%) in 1998 as compared to 1997.
Of this  decrease,  approximately  $145,000  and  $159,000,  respectively,  were
related to decreases in volumes of oil and gas sold and  approximately  $184,000
and $234,000,  respectively,  were related to decreases in the average prices of
oil and gas sold.  The decrease in Net Profits  related to decreased oil and gas
sales was partially  offset by an  approximate  $159,000  decrease in production
expenses incurred by



                                       39
<PAGE>



the owners of the Working Interests. Volumes of oil and gas sold decreased 7,726
barrels and 68,403 Mcf, respectively, in 1998 as compared to 1997. The decreases
in volumes of oil and gas sold resulted primarily from the sale of several wells
during 1997 and 1998.  The decrease in production  expenses  resulted  primarily
from (i) a decrease in lease operating expenses associated with the decreases in
volumes of oil and gas sold and (ii) a decrease in production  taxes  associated
with the decrease in oil and gas sales.  Average oil and gas prices decreased to
$13.39  per  barrel  and $1.85 per Mcf,  respectively,  in 1998 from  $18.72 per
barrel and $2.32 per Mcf, respectively, in 1997.

      As  discussed  in  "Liquidity  and  Capital   Resources"  below,  the  P-3
Partnership sold certain Net Profits Interests during 1998 and recognized a gain
of $606,887 on such sales.  Sales of Net Profits  Interests during 1997 resulted
in the P-3 Partnership recognizing similar gains totaling $532,904.

      Depletion of Net Profits  Interests  decreased  $41,240 (10.7%) in 1998 as
compared to 1997. This decrease resulted  primarily from the decrease in volumes
of oil and gas sold. As a percentage of Net Profits,  this expense  increased to
34.6% in 1998 from 24.7% in 1997. This percentage  increase was primarily due to
the decrease in Net Profits.

      The P-3  Partnership  recognized  a non-cash  charge  against  earnings of
$1,413,917 in the first quarter of 1997. Of this amount, $220,449 was related to
the decline in oil and gas prices used to  determine  future cash flows from the
P-3  Partnership's Net Profits Interests in proved oil and gas reserves at March
31, 1997 and $1,193,468 was related to the writing-off of Net Profits  Interests
in unproved  properties.  The unproved  properties were written off based on the
General  Partner's   determination  that  it  was  unlikely  that  the  unproved
properties  would be  developed  due to low oil and gas prices  and  Partnership
Agreement  provisions  which limit the P-3  Partnership's  level of  permissible
indirect drilling activity through its Affiliated  Programs.  No similar charges
were necessary during 1998.

      General and  administrative  expenses  decreased  $2,629 (1.3%) in 1998 as
compared to 1997. As a percentage of Net Profits,  these  expenses  increased to
20.0% in 1998 from 13.0% in 1997. This percentage  increase was primarily due to
the decrease in Net Profits.



                                       40
<PAGE>




      Cumulative cash distributions to the Limited Partners through December 31,
1998 were $15,759,401 or 92.90% of the Limited Partners' capital contributions.


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

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

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

      The P-3  Partnership  recognized  a non-cash  charge  against  earnings of
$1,413,917 in the first quarter of 1997. Of this amount, $220,449 was related to
the decline in oil and gas prices used to  determine  future cash flows from the
P-3  Partnership's Net Profits Interests in proved oil and gas reserves at March
31, 1997 and $1,193,468 was related to the writing-off of Net Profits  Interests
in unproved properties. The General Partner determined that it was unlikely that
the unproved  properties  would be  developed  due to low oil and gas prices and
Partnership  Agreement  provisions  which limit the P-3  Partnership's  level of
permissible



                                       41
<PAGE>



indirect drilling activity through its Affiliated  Programs.  No similar charges
were necessary in 1996.

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


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

                     Year Ended December 31, 1998 Compared
                        to Year Ended December 31, 1997
                    --------------------------------------

      Total Net Profits decreased  $556,254 (43.1%) in 1998 as compared to 1997.
Of this  decrease,  approximately  $120,000  and  $118,000,  respectively,  were
related to decreases in the average prices of oil and gas sold and approximately
$57,000 and $352,000,  respectively, were related to decreases in volumes of oil
and gas sold. The decrease in Net Profits related to decreased oil and gas sales
was partially offset by an approximate  $91,000 decrease in production  expenses
incurred  by the owners of the  Working  Interests.  Volumes of oil and gas sold
decreased  2,903 barrels and 142,840 Mcf,  respectively,  in 1998 as compared to
1997.  The  decrease  in  volumes of oil sold  resulted  primarily  from  normal
declines in production.  The decrease in volumes of gas sold resulted  primarily
from (i) normal  declines in  production  and (ii) the sale of several  wells in
1997 and 1998. The decrease in production expenses resulted primarily from (i) a
decrease in lease operating expenses associated with the decreases in volumes of
oil and gas sold and (ii) a decrease in  production  taxes  associated  with the
decrease in oil and gas sales.  Average oil and gas prices  decreased  to $12.55
per barrel and $2.15 per Mcf,  respectively,  in 1998 from $19.68 per barrel and
$2.47 per Mcf, respectively, in 1997.

      As  discussed  in  "Liquidity  and  Capital   Resources"  below,  the  P-4
Partnership sold certain Net Profits Interests during 1998 and recognized a gain
of $12,332 on such sales. Sales of Net Profits Interests during 1997 resulted in
the P-4 Partnership recognizing similar gains totaling $63,002.

      Depletion of Net Profits Interests  decreased  $143,151 (39.3%) in 1998 as
compared to 1997.  This decrease  resulted  primarily  from (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,  1998.  As a percentage  of Net
Profits,  this  expense  increased  to 30.2% in 1998  from  28.3% in 1997.  This
percentage increase was primarily due to the decrease in Net Profits.




                                       42
<PAGE>



      The P-4  Partnership  recognized  a non-cash  charge  against  earnings of
$752,388 in the first  quarter of 1997.  Of this amount,  $84,059 was related to
the decline in oil and gas prices used to  determine  future cash flows from the
P-4  Partnership's Net Profits Interests in proved oil and gas reserves at March
31, 1997 and $668,329 was related to the writing-off of Net Profits Interests in
unproved  properties.  These unproved  properties  were written off based on the
General  Partner's   determination  that  it  was  unlikely  that  the  unproved
properties  would be  developed  due to low oil and gas prices  and  Partnership
Agreement  provisions  which limit the P-4  Partnership's  level of  permissible
indirect drilling activity through its Affiliated  Programs.  No similar charges
were necessary during 1998.

      General and administrative  expenses remained  relatively constant in 1998
as compared to 1997. As a percentage of Net Profits, these expenses increased to
20.2% in 1998 from 11.5% in 1997. This percentage  increase was primarily due to
the decrease in Net Profits.

      Cumulative cash distributions to the Limited Partners through December 31,
1998 were $12,187,945 or 96.50% of the Limited Partners' capital contributions.


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

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

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



                                       43
<PAGE>



1996.  This  percentage  decrease was  primarily  due to (i) the increase in the
average  price of gas sold in 1997 and (ii) the dollar  decrease in depletion of
Net Profits.

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

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



                                P-5 Partnership
                                ---------------
                     Year Ended December 31, 1998 Compared
                        to Year Ended December 31, 1997
                    --------------------------------------

      Total Net Profits decreased  $173,049 (17.3%) in 1998 as compared to 1997.
Of this decrease, approximately $37,000 and $197,000, respectively, were related
to decreases in the average prices of oil and gas sold and approximately $33,000
was  related to a decrease in volumes of oil sold.  The  decrease in Net Profits
was  partially  offset by an increase  of  approximately  $79,000  related to an
increase in volumes of gas sold and a $15,000  decrease in  production  expenses
incurred by the owners of the Working  Interests.  Volumes of oil sold decreased
1,657 barrels while volumes of gas sold increased 35,353 Mcf in 1998 as compared
to 1997.  The decrease in volumes of oil sold  resulted  primarily  from (i) the
normal  decline in production and (ii) the sale of several wells during 1997 and
1998.  Average oil and gas prices  decreased  to $14.00 per barrel and $1.87 per
Mcf,  respectively,   in  1998  from  $19.88  per  barrel  and  $2.22  per  Mcf,
respectively, in 1997.

      As  discussed  in  "Liquidity  and  Capital   Resources"  below,  the  P-5
Partnership sold certain Net Profits Interests during 1998 and recognized a gain
of $344,575 on such sales.  Sales of Net Profits  Interests during 1997 resulted
in the P-5 Partnership recognizing similar gains totaling $79,182.



                                       44
<PAGE>




      Depletion of Net Profits  Interests  increased  $34,016 (13.7%) in 1998 as
compared to 1997. This increase  resulted  primarily from a downward revision in
the  estimate of  remaining  oil and gas  reserves  at December  31, 1998 on one
significant  well.  As a percentage  of Net Profits,  this expense  increased to
34.2% in 1998 from 24.9% in 1997. This percentage  increase was primarily due to
the decrease in Net Profits.

      The P-5  Partnership  recognized  a non-cash  charge  against  earnings of
$1,018,068 in the first quarter of 1997. Of this amount, $122,458 was related to
the decline in oil and gas prices used to  determine  future cash flows from the
P-5  Partnership's Net Profits Interests in proved oil and gas reserves at March
31, 1997 and $895,610 was related to the writing-off of Net Profits Interests in
unproved  properties.  The  unproved  properties  were  written off based on the
General  Partner's   determination  that  it  was  unlikely  that  the  unproved
properties  would be  developed  due to low oil and gas prices  and  Partnership
Agreement  provisions  which limit the P-5  Partnership's  level of  permissible
indirect drilling activity through its Affiliated  Programs.  No similar charges
were necessary during 1998.

      General and  administrative  expenses  decreased  $2,677 (1.9%) in 1998 as
compared to 1997. As a percentage of Net Profits,  these  expenses  increased to
16.8% in 1998 from 14.2% in 1997. This percentage  increase was primarily due to
the decrease in Net Profits.

      Cumulative cash distributions to the Limited Partners through December 31,
1998 were $7,425,759 or 62.69% of the Limited Partners' capital contributions.


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

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



                                       45
<PAGE>



barrel in 1996. Average gas prices increased to $2.22 per Mcf in 1997 from $1.96
per Mcf in 1996.

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

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

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



                                P-6 Partnership
                                ---------------
                     Year Ended December 31, 1998 Compared
                        to Year Ended December 31, 1997
                    --------------------------------------

      Total Net Profits decreased  $553,585 (30.9%) in 1998 as compared to 1997.
Of this decrease, approximately $87,000 and $410,000, respectively, were related
to decreases in the average prices of oil and gas sold and approximately $84,000
was  related  to a decrease  in the  volumes of gas sold.  The  decrease  in Net
Profits was partially  offset by an approximate  $13,000 increase in the volumes
of oil sold and an approximate  $14,000 decrease in production expenses incurred
by the  owners of the  Working  Interests.  Volumes  of oil sold  increased  678
barrels while volumes of gas sold  decreased  36,893 Mcf during 1998 as compared
to 1997. Average oil and gas prices decreased to $14.64 per barrel and $1.83 per
Mcf,  respectively,   in  1998  from  $19.20  per  barrel  and  $2.27  per  Mcf,
respectively, in 1997.



                                       46
<PAGE>




      As  discussed  in  "Liquidity  and  Capital   Resources"  below,  the  P-6
Partnership sold certain Net Profits Interests during 1998 and recognized a gain
of $135,752 on such sales.  Sales of Net Profits  Interests during 1997 resulted
in the P-6 Partnership recognizing similar gains totaling $37,698.

      Depletion of Net Profits Interests  decreased  $185,621 (30.4%) in 1998 as
compared to 1997.  This decrease  resulted  primarily  from several  significant
wells being fully depleted in 1997 due to the lack of remaining  reserves.  As a
percentage of Net Profits, this expense remained relatively constant at 34.3% in
1998 and 34.0% in 1997. Any percentage increase primarily due to the decrease in
Net Profits was substantially  offset by the dollar decrease in depletion of Net
Profits Interests.

      The P-6  Partnership  recognized  a non-cash  charge  against  earnings of
$898,584 in the first quarter of 1997.  Of this amount,  $444,990 was related to
the decline in oil and gas prices used to  determine  future cash flows from the
P-6  Partnership's Net Profits Interests in proved oil and gas reserves at March
31, 1997 and $453,594 was related to the writing-off of Net Profits Interests in
unproved  properties.  These unproved  properties  were written off based on the
General  Partner's   determination  that  it  was  unlikely  that  the  unproved
properties  would be  developed  due to low oil and gas prices  and  Partnership
Agreement  provisions  which limit the P-6  Partnership's  level of  permissible
indirect drilling activity through its Affiliated  Programs.  No similar charges
were necessary during 1998.

      General and  administrative  expenses  decreased  $3,320 (1.9%) in 1998 as
compared to 1997. As a percentage of Net Profits,  these  expenses  increased to
13.6% in 1998 from 9.6% in 1997. This  percentage  increase was primarily due to
the decrease in Net Profits.

      Cumulative cash distributions to the Limited Partners through December 31,
1998 were $9,778,248 or 68.36% of the Limited Partners' capital contributions.


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

      Total Net Profits decreased  $209,272 (10.4%) in 1997 as compared to 1996.
Of this decrease, approximately $60,000 and $361,000, respectively, were related
to  decreases  in  volumes  of oil and gas sold and  approximately  $23,000  was
related to the decrease in the average price of oil sold,  which  decreases were
partially  offset  by an  increase  of  approximately  $236,000  related  to the
increase in the average price of gas sold. Volumes of oil and gas sold decreased
2,916 barrels and 177,681 Mcf,  respectively,  in 1997 as compared to 1996.  The
decrease in



                                       47
<PAGE>



volumes  of oil  and  gas  sold  resulted  primarily  from  normal  declines  in
production.  Production expenses incurred by the owners of the Working Interests
remained relatively constant. Any decrease in production expenses which resulted
from  decreases  in  volumes  of oil and gas sold was  substantially  offset  by
increases  in  operating  expenses  as  a  result  of  (i)  workovers  on  three
significant  wells in 1997 and (ii) an increase  in ad valorem  taxes on another
three  significant  wells in 1997.  Average oil prices  decreased  to $19.20 per
barrel in 1997 from $20.46 per barrel in 1996.  Average gas prices  increased to
$2.27 per Mcf in 1997 from $2.03 per Mcf in 1996.

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

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

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



                                       48
<PAGE>




      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,
1998,  1997,  and 1996.  These factors  comprise the change in oil and gas sales
discussed in the "Results of Operations" section above.

                              1998 Compared to 1997
                              ---------------------

                   Equivalent Units                  Average Proceeds
                     of Production                  per Equivalent Unit
              -----------------------------       --------------------------
   P/ship      1998      1997      % Change        1998     1997    % Change
   ------     -------   -------    --------       -----    -----    --------

    P-1        80,247    91,630      (12%)        $8.66    $11.61     (25%)
    P-2        63,024    73,062      (14%)         8.54     11.45     (25%)
    P-3       117,308   136,434      (14%)         8.50     11.43     (26%)
    P-4        78,612   105,322      (25%)         9.34     12.26     (24%)
    P-5        98,333    94,098        5%          8.41     10.63     (21%)
    P-6       177,152   182,623      ( 3%)         7.00      9.82     (29%)


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

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

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






                                       49
<PAGE>




      Liquidity and Capital Resources

      Net  proceeds  from  operations  less  necessary   operating  capital  are
distributed to the Limited  Partners on a quarterly  basis.  See "Item 5. Market
for Units and Related  Limited  Partner  Matters." The net proceeds from the Net
Profits  Interests  are not  reinvested  in  productive  assets.  Assuming  1998
production levels for future years, the Partnerships'  proved reserve quantities
at December 31, 1998 would have the following remaining lives:

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

                P-1              6.4              6.1
                P-2              7.0              6.6
                P-3              7.1              6.6
                P-4              6.6              2.8
                P-5              4.2              5.2
                P-6              4.3              5.0

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

      The Partnerships  sold certain Net Profits Interests during 1997 and 1998.
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 1998 and 1997 were as follows:

                  Partnership                1998              1997
                  -----------             ---------         ---------

                      P-1                 $519,832          $507,599
                      P-2                  360,686           402,870
                      P-3                  666,253           759,639
                      P-4                   16,018           266,265
                      P-5                  368,485            91,840
                      P-6                  147,747            43,605

      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.



                                       50
<PAGE>




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


      Inflation and Changing Prices

      Prices obtained for oil and gas production  depend upon numerous  factors,
including the extent of domestic and foreign production, foreign imports of oil,
market  demand,  domestic  and  foreign  economic  conditions  in  general,  and
governmental  regulations  and tax laws.  The general  level of inflation in the
economy did not have a material effect on the operations of the  Partnerships in
1998. Oil and gas prices have fluctuated  during recent years and generally have
not followed the same pattern as  inflation.  See "Item 2.  Properties - Oil and
Gas Production, Revenue, and Price History."



      Year 2000

                                   In General

      The Year 2000 Issue ("Y2K")  refers to the inability of computer and other
information  technology  systems to properly process date and time  information,
stemming from the earlier  programming  practice of using two digits rather than
four to  represent  the  year in a date.  For  example,  computer  programs  and
imbedded  chips that are date  sensitive  may recognize a date using (00) as the
year 1900 rather than the year 2000. The consequence of Y2K is that computer and
imbedded  processing  systems  may be at  risk of  malfunctioning,  particularly
during the transition from 1999 to 2000.

      The effects of Y2K are exacerbated by the  interdependence of computer and
telecommunication systems throughout the world. This interdependence also exists
among the  Partnerships,  Samson,  and their  vendors,  customers,  and business
partners,  as well as with  regulators.  The potential risks associated with Y2K
for an



                                       51
<PAGE>



oil and gas  production  company fall into three general  areas:  (i) financial,
leasehold and  administrative  computer systems,  (ii) imbedded systems in field
process control units, and (iii) third party exposures.  As discussed below, the
General  Partner  does not  believe  that these  risks will be  material  to the
Partnerships' operations.

      The  Partnerships'  business  is  producing  oil and gas.  The  day-to-day
production  of the  Partnerships'  oil and gas is not  dependent on computers or
equipment  with  imbedded  chips.  As  further   discussed   below,   management
anticipates  that  the  Partnerships'  daily  business  activities  will  not be
materially affected by Y2K.

      The  Partnerships  rely on Samson to provide  all of its  operational  and
administrative  services  on  either a  direct  or  indirect  basis.  Samson  is
addressing  each of the three  Y2K areas  discussed  above  through a  readiness
process that seeks to:

      1.    increase the awareness of the issue among key employees;
      2.    identify areas of potential risk;
      3.    assess the  relative  impact of these  risks and Samson's ability to
            manage them;  and
      4.    remediate  these risks on a priority  basis wherever possible.

      Samson  Investment  Company's Chief  Financial  Officer is responsible for
communicating  to its  Board  of  Directors  Y2K  actions  and for the  ultimate
implementation of its Y2K plan. He has delegated to Samson Investment  Company's
Senior  Vice   President-Technology   and   Administrative   Services  principal
responsibility for ensuring Y2K compliance within Samson.

      Samson  has  been  planning  for  the  impact  of Y2K  on its  information
technology  systems since 1993.  As of February 1, 1999,  Samson is in the final
stages of implementation of a Y2K plan, as summarized below:

                      Financial and Administrative Systems

      1. Awareness. Samson has alerted its officers, managers and supervisors of
Y2K  issues  and  asked  them  to  have  their  employees   participate  in  the
identification  of  potential  Y2K risks which might  otherwise  go unnoticed by
higher level  employees  and  officers.  As a result,  awareness of the issue is
considered high.

      2.  Risk   Identification.   Samson's  most   significant   financial  and
administrative  systems  exposure is the Y2K status of the  accounting  and land
administration  system used to collect and manage data for  internal  management
decision making and for external accounts receivable,  revenue,  lease operating
expense, and accounts payable purposes.  Other concerns include network hardware
and software, desktop computing hardware and software,



                                       52
<PAGE>



telecommunications, and office space readiness.

      3. Risk  Assessment.  The failure to identify  and correct a material  Y2K
problem  could  result in  inaccurate  or  untimely  financial  information  for
management  decision-making  or  cash  flow  and  payment  purposes,   including
maintaining oil and gas leases.

      4.  Remediation.  Since 1993, Samson has been upgrading its accounting and
land  administration  software.  Substantially all of the Y2K upgrades have been
completed,  with the remainder  scheduled to be completed during the 1st quarter
of 1999.  In  addition,  in 1997 and 1998 Samson  replaced  or applied  software
patches to substantially  all of its network and desktop  software  applications
and believes them to be generally Y2K compliant.  Additional patches or software
upgrades  will be applied no later than March 31, 1999 to complete this process.
The costs of all such risk  assessments  and  remediation are not expected to be
material to the Partnerships.

      5. Contingency  Planning.  Notwithstanding the foregoing,  should there be
significant  unanticipated  disruptions in Samson's financial and administrative
systems,  all of the accounting processes that are currently automated will need
to be performed  manually.  Samson will  consider in the second half of 1999 its
options with  respect to  contingency  arrangements  for  temporary  staffing to
accommodate such situations.

                                Imbedded Systems

      1.  Awareness.  Samson's  Y2K  program  has  involved  all levels of field
personnel  from  production  foremen and higher.  Employees at all levels of the
organization  have been asked to participate in the  identification of potential
Y2K risks,  which might  otherwise go unnoticed  by higher level  employees  and
officers of Samson, and as a result, awareness of the issue is considered high.

      2. Risk  Identification.  Samson has inventoried all possible exposures to
imbedded  chips and systems.  Such exposures can be classified as either (i) oil
and gas  production  and  processing  equipment or (ii) office  machines such as
faxes, copiers, phones, etc.

      With respect to oil and gas production and processing  equipment,  neither
Samson nor the  Partnerships  operate  offshore  wells,  significant  processing
plants, or wells with older electronic monitoring systems. As a result, Samson's
inventory  identified  less than 10 applications  using imbedded  chips.  All of
these are in the  process  of being  tested by the  respective  vendors  and are
expected to be Y2K compliant or replaced no later than May 30, 1999. Oil and gas
production  related to such  equipment  is very minor with respect to the entire
Samson  group,  and,  in fact,  the  Partnerships'  production  may not use such
equipment at all.



                                       53
<PAGE>




      Office  machines are currently  being tested by Samson and vendors.  It is
expected  that such  machines  will be made  compliant or replaced no later than
March 31, 1999.

      3. Risk Assessment and Remediation.  The failure to identify and correct a
material Y2K problem in an imbedded system could result in outcomes ranging from
errors in data reporting to  curtailments  or shutdowns in production.  As noted
above,  Samson has identified less than 10 imbedded system applications that may
have a Y2K problem.  None of these  applications  are believed to be material to
Samson or the Partnerships.  Once identified,  assessed and prioritized,  Samson
intends to test and upgrade  imbedded  components  and systems in field  process
control units deemed to pose the greatest risk of significant non-compliance and
capable of  testing.  Samson  believes  that  sufficient  manual  processes  are
available  to  minimize  any such  field  level  risk and that  there will be no
material impact on the Partnerships with respect to these applications.

      4. Contingency Planning. Should material production disruptions occur as a
result of Y2K  failures in field  operations,  Samson will  utilize its existing
field  personnel  in an attempt to avoid any material  impact on operating  cash
flow.  Samson is not able to  quantify  any  potential  exposure in the event of
systems failure or inadequate manual alternatives.

                              Third Party Exposures

      1.  Awareness.  Samson is considering  Y2K  implications  with its outside
vendors,  customers,  and  business  partners.  Samson  is  in  the  process  of
identifying  potential third party Y2K risks and, as a result,  awareness of the
issue is considered high.

      2. Risk Identification. Samson's most significant third party Y2K exposure
is its  dependence on third parties for the receipt of revenues from oil and gas
sales.   However,   virtually  all  of  these  purchasers  are  very  large  and
sophisticated companies. Other Y2K concerns include the availability of electric
power to Samson's field operations,  the integrity of telecommunication systems,
and the readiness of commercial banks to execute electronic fund transfers.

      3. Risk  Assessment.  Because of the high  awareness of the Y2K problem in
the U.S.,  Samson has not  undertaken  and does not plan to  undertake  a formal
company  wide plan to make  inquiries  of third  parties  on the  subject of Y2K
readiness.  If it did so,  Samson has no ability  to require  responses  to such
inquiries  or to  independently  verify  their  accuracy.  Samson has,  however,
received oral  assurances  from its  significant  oil and gas  purchasers of Y2K
compliance.  If significant  disruptions  from major  purchasers  were to occur,
however,  there  could be a material  and  adverse  impact on the  Partnerships'
results of operations, liquidity, and financial conditions.



                                       54
<PAGE>




      It is  important  to note that  third  party oil and gas  purchasers  have
significant  incentives  to avoid  disruptions  arising from a Y2K failure.  For
example, most of these parties are under contractual obligations to purchase oil
and gas or disperse revenues to Samson and other producers. The failure to do so
will result in  contractual  and  statutory  penalties.  Therefore,  the General
Partner  believes  that it is unlikely  that there will be material  third party
non-compliance  with  purchase  and  remittance  obligations  as a result of Y2K
issues.

      4.   Remediation.   Where  Samson   perceives   significant  risk  of  Y2K
non-compliance that may have a material impact on it, and where the relationship
between  Samson and a vendor,  customer,  or  business  partner  permits,  joint
testing may be undertaken during 1999 to further identify these risks.

      5. Contingency  Planning.  In the unlikely event that material  production
disruptions   occur  as  a  result  of  Y2K  failures  of  third  parties,   the
Partnerships'  operating cash flow could be impacted.  This  contingency will be
factored into  deliberations on the level of quarterly cash  distributions  paid
out during any such period of cash flow disruption.


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.



                                       55
<PAGE>




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

      Dennis R. Neill          46      President and Director

      Judy K. Fox              47      Secretary

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

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

      Judy K. Fox joined  Samson in 1990 and was named  Secretary of Geodyne and
its  subsidiaries on June 30, 1996.  Prior to joining Samson,  she served as Gas
Contract Manager for Ely Energy Company.  Ms. Fox is also Secretary of Berry Gas
Company,   Circle  L  Drilling  Company,   Compression,   Inc.,  Dyco  Petroleum
Corporation, Samson Hydrocarbons Company, Snyder Exploration Company, and Samson
Properties Incorporated.
      Section 16(a) Beneficial Ownership Reporting Compliance

      To the best knowledge of the Partnerships  and the General Partner,  there
were no officers,  directors,  or ten percent owners who were delinquent  filers
during 1998 of reports required under Section 16 of the Securities  Exchange Act
of 1934.



                                       56
<PAGE>




ITEM 11.  EXECUTIVE COMPENSATION

      The General  Partner and its  affiliates are reimbursed for actual general
and  administrative  costs and operating costs incurred and  attributable to the
conduct of the business affairs and operations of the Partnerships,  computed on
a cost basis,  determined  in  accordance  with  generally  accepted  accounting
principles.  Such reimbursed  costs and expenses  allocated to the  Partnerships
include office rent, secretarial, employee compensation and benefits, travel and
communication costs, fees for professional  services,  and other items generally
classified  as  general or  administrative  expense.  The amount of general  and
administrative  expense  allocated to the General Partner and its affiliates and
charged to each  Partnership  during  1998,  1997,  and 1996 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         1998          1997         1996
            -----------       --------      --------     --------

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

      None  of  the  officers  or  directors  of  the  General  Partner  receive
compensation  directly from the  Partnerships.  The  Partnerships  reimburse the
General  Partner  or its  affiliates  for that  portion  of such  officers'  and
directors'   salaries  and  expenses   attributable  to  time  devoted  by  such
individuals to the Partnerships'  activities.  The following tables indicate the
approximate   amount  of  general  and  administrative   expense   reimbursement
attributable  to the salaries of the directors,  officers,  and employees of the
General Partner and its affiliates during 1998, 1997, and 1996:



                                       57
<PAGE>
<TABLE>
<CAPTION>





                                                  Salary Reimbursements

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

Dennis R. Neill,
President(2)(3)           1996     -          -           -           -              -            -             -
                          1997     -          -           -           -              -            -             -
                          1998     -          -           -           -              -            -             -
All Executive
Officers,
Directors,
and Employees
as a group(4)             1996   $66,550      -           -           -              -            -             -
                          1997   $67,960      -           -           -              -            -             -
                          1998   $67,323      -           -           -              -            -             -

----------
(1) Mr. Tholen served as President and Chief Executive  Officer of Geodyne until
    July 1,  1996.
(2) The  general  and  administrative  expenses  paid by the P-1 Partnership and
    attributable to salary reimbursements  do not  include any salary or other 
    compensation  attributable  to Mr.  Tholen or Mr. Neill.
(3) Mr. Neill became President of Geodyne on July 1, 1996.
(4) No officer or director  of Geodyne or its  affiliates  provides  full-time
    services  to the P-1  Partnership  and no  individual's  salary  or  other
    compensation  reimbursement  from the P-1  Partnership  equals or  exceeds
    $100,000 per annum.

</TABLE>


                                       58
<PAGE>
<TABLE>
<CAPTION>



                                                 Salary Reimbursements

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

Dennis R. Neill,
President(2)(3)            1996      -         -           -           -              -           -            -
                           1997      -         -           -           -              -           -            -
                           1998      -         -           -           -              -           -            -
All Executive
Officers,
Directors,
and Employees
as a group(4)              1996    $55,479     -           -           -              -           -            -
                           1997    $56,655     -           -           -              -           -            -
                           1998    $56,124     -           -           -              -           -            -
----------
(1) Mr. Tholen served as President and Chief Executive  Officer of Geodyne until
    July 1,  1996.
(2) The  general  and  administrative  expenses  paid by the P-2 Partnership and
    attributable to salary reimbursements  do not  include any salary or other 
    compensation  attributable  to Mr.  Tholen or Mr. Neill.
(3) Mr. Neill became President of Geodyne on July 1, 1996.
(4) No officer or director  of Geodyne or its  affiliates  provides  full-time
    services  to the P-2  Partnership  and no  individual's  salary  or  other
    compensation  reimbursement  from the P-2  Partnership  equals or  exceeds
    $100,000 per annum.

</TABLE>


                                       59
<PAGE>
<TABLE>
<CAPTION>




                                                 Salary Reimbursements

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

Dennis R. Neill,
President(2)(3)           1996       -           -           -           -             -            -           -
                          1997       -           -           -           -             -            -           -
                          1998       -           -           -           -             -            -           -
All Executive
Officers,
Directors,
and Employees
as a group(4)             1996     $104,458      -           -           -             -            -           -
                          1997     $106,672      -           -           -             -            -           -
                          1998     $105,672      -           -           -             -            -           -
----------
(1) Mr. Tholen served as President and Chief Executive  Officer of Geodyne until
    July 1,  1996.
(2) The  general  and  administrative  expenses  paid by the P-3 Partnership and
    attributable to salary reimbursements  do not  include any salary or other 
    compensation  attributable  to Mr.  Tholen or Mr. Neill.
(3) Mr. Neill became President of Geodyne on July 1, 1996.
(4) No officer or director  of Geodyne or its  affiliates  provides  full-time
    services  to the P-3  Partnership  and no  individual's  salary  or  other
    compensation  reimbursement  from the P-3  Partnership  equals or  exceeds
    $100,000 per annum.

</TABLE>


                                       60
<PAGE>
<TABLE>
<CAPTION>



                                                 Salary Reimbursements

                                                     P-4 Partnership
                                                     ---------------
                                                                         Long Term Compensation
                                                                    -----------------------------------
                                    Annual Compensation                     Awards              Payouts
                                 ----------------------------       -----------------------     -------
                                                                                    Securi-
                                                         Other                       ties                     All
     Name                                                Annual     Restricted      Under-                   Other
      and                                               Compen-       Stock         lying        LTIP       Compen-
   Principal                     Salary      Bonus      sation       Award(s)      Options/     Payouts     sation
   Position               Year     ($)        ($)         ($)          ($)          SARs(#)       ($)         ($)
---------------           ----   -------    -------     -------     ----------     --------     -------     -------
<S>                       <C>        <C>        <C>        <C>         <C>            <C>           <C>        <C>
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)             1996       -          -          -           -              -             -          -

Dennis R. Neill,
President(2)(3)           1996       -          -          -           -              -             -          -
                          1997       -          -          -           -              -             -          -
                          1998       -          -          -           -              -             -          -
All Executive
Officers,
Directors,
and Employees
as a group(4)             1996     $77,782      -          -           -              -             -          -
                          1997     $79,430      -          -           -              -             -          -
                          1998     $78,686      -          -           -              -             -          -
----------
(1) Mr. Tholen served as President and Chief Executive  Officer of Geodyne until
    July 1,  1996.
(2) The  general  and  administrative  expenses  paid by the P-4 Partnership and
    attributable to salary reimbursements  do not  include any salary or other 
    compensation  attributable  to Mr.  Tholen or Mr. Neill.
(3) Mr. Neill became President of Geodyne on July 1, 1996.
(4) No officer or director  of Geodyne or its  affiliates  provides  full-time
    services  to the P-4  Partnership  and no  individual's  salary  or  other
    compensation  reimbursement  from the P-4  Partnership  equals or  exceeds
    $100,000 per annum.

</TABLE>

                                       61
<PAGE>
<TABLE>
<CAPTION>



   
                                                   Salary Reimbursements

                                                     P-5 Partnership
                                                     ---------------
                                                                         Long Term Compensation
                                                                    -----------------------------------
                                    Annual Compensation                     Awards              Payouts
                                 ----------------------------       -----------------------     -------
                                                                                    Securi-
                                                         Other                       ties                     All
     Name                                                Annual     Restricted      Under-                   Other
      and                                               Compen-       Stock         lying        LTIP       Compen-
   Principal                     Salary      Bonus      sation       Award(s)      Options/     Payouts     sation
   Position               Year     ($)        ($)         ($)          ($)          SARs(#)       ($)         ($)
---------------           ----   -------    -------     -------     ----------     --------     -------     -------
<S>                       <C>        <C>        <C>        <C>         <C>            <C>           <C>        <C>
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)             1996       -           -         -           -              -             -          -

Dennis R. Neill,
President(2)(3)           1996       -           -         -           -              -             -          -
                          1997       -           -         -           -              -             -          -
                          1998       -           -         -           -              -             -          -
All Executive
Officers,
Directors,
and Employees
as a group(4)             1996     $72,938       -         -           -              -             -          -
                          1997     $74,484       -         -           -              -             -          -
                          1998     $73,786       -         -           -              -             -          -
----------
(1) Mr. Tholen served as President and Chief Executive  Officer of Geodyne until
    July 1,  1996.
(2) The  general  and  administrative  expenses  paid by the P-5 Partnership and
    attributable to salary reimbursements  do not  include any salary or other 
    compensation  attributable  to Mr.  Tholen or Mr. Neill.
(3) Mr. Neill became President of Geodyne on July 1, 1996.
(4) No officer or director  of Geodyne or its  affiliates  provides  full-time
    services  to the P-5  Partnership  and no  individual's  salary  or  other
    compensation  reimbursement  from the P-5  Partnership  equals or  exceeds
    $100,000 per annum.
</TABLE>



                                       62
<PAGE>
<TABLE>
<CAPTION>




                                                   Salary Reimbursements

                                                     P-6 Partnership
                                                     ---------------
                                                                         Long Term Compensation
                                                                    -----------------------------------
                                    Annual Compensation                     Awards              Payouts
                                 ----------------------------       -----------------------     -------
                                                                                    Securi-
                                                         Other                       ties                     All
     Name                                                Annual     Restricted      Under-                   Other
      and                                               Compen-       Stock         lying        LTIP       Compen-
   Principal                     Salary      Bonus      sation       Award(s)      Options/     Payouts     sation
   Position               Year     ($)        ($)         ($)          ($)          SARs(#)       ($)         ($)
---------------           ----   -------    -------     -------     ----------     --------     -------     -------
<S>                       <C>        <C>         <C>         <C>         <C>           <C>         <C>        <C>
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)             1996       -           -           -           -             -           -          -

Dennis R. Neill,
President(2)(3)           1996       -           -           -           -             -           -          -
                          1997       -           -           -           -             -           -          -
                          1998       -           -           -           -             -           -          -
All Executive
Officers,
Directors,
and Employees
as a group(4)             1996     $88,080       -           -           -             -           -          -
                          1997     $89,947       -           -           -             -           -          -
                          1998     $89,104       -           -           -             -           -          -
----------
(1) Mr. Tholen served as President and Chief Executive  Officer of Geodyne until
    July 1,  1996.
(2) The  general  and  administrative  expenses  paid by the P-6 Partnership and
    attributable to salary reimbursements  do not  include any salary or other 
    compensation  attributable  to Mr.  Tholen or Mr. Neill.
(3) Mr. Neill became President of Geodyne on July 1, 1996.
(4) No officer or director  of Geodyne or its  affiliates  provides  full-time
    services  to the P-6  Partnership  and no  individual's  salary  or  other
    compensation  reimbursement  from the P-6  Partnership  equals or  exceeds
    $100,000 per annum.

</TABLE>


                                       63
<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, 1999 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                              15,002     (13.9%)

   All affiliates, directors, and officers of
      the General Partner as a group and the
      General Partner (4 persons)                        15,002     (13.9%)





                                       64
<PAGE>



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

   Samson Resources Company                               8,906     ( 9.9%)

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

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

   All affiliates, directors, and officers
      of the General Partner as a group and
      the General Partner (4 persons)                     8,906     ( 9.9%)


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

   Samson Resources Company                              41,391     (24.4%)

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

   All affiliates, directors, and officers
      of the General Partner as a group and
      the General Partner (4 persons)                    41,391     (24.4%)

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

   Samson Resources Company                              11,846     ( 9.4%)

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

   All affiliates, directors, and officers
      of the General Partner as a group and
      the General Partner (4 persons)                    11,846     ( 9.4%)


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

   Samson Resources Company                              16,134     (13.6%)

   All affiliates, directors, and officers
      of the General Partner as a group and



                                       65
<PAGE>



      the General Partner (4 persons)                    16,134     (13.6%)


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

   Samson Resources Company                              11,592     ( 8.1%)

   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)                    11,592     ( 8.1%)


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.



                                       66
<PAGE>




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

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


                                       67
<PAGE>



PART IV.

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

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

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

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

                        as of December  31, 1998 and 1997  and  for  each of the
                        three years in the period  ended   December 31, 1998 are
                        filed as part of this report:

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

                  (2)   Financial Statement Schedules:

                        None.

                  (3)   Exhibits:

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



                                       68
<PAGE>




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

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

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

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

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


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

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

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



                                       69
<PAGE>



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

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

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

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

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

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

                    4.12 Third Amendment to Agreement of Limited  Partnership of
                         Geodyne  Institutional/Pension  Energy  Income  Limited
                         Partnership  P-4, filed as Exhibit 4.13 to Registrant's
                         Annual Report on Form 10-K for the year ended  December
                         31,



                                       70
<PAGE>



                        1995  filed  with the SEC on April 1, 1996 and is hereby
                        incorporated by reference.

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

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

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

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

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

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

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

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

             *    27.1   Financial  Data  Schedule   containing   summary
                         financial   information   extracted  from  the  Geodyne
                         Institutional/Pension   Energy   Income   P-1   Limited
                         Partnership's financial



                                       71
<PAGE>



                         statements as of  December  31,  1998 and for the year
                         ended December 31, 1998.

             *    27.2   Financial  Data  Schedule   containing   summary
                         financial   information   extracted  from  the  Geodyne
                         Institutional/Pension   Energy   Income   P-2   Limited
                         Partnership's  financial  statements as of December 31,
                         1998 and for the year ended December 31, 1998.

             *    27.3   Financial  Data  Schedule   containing   summary
                         financial   information   extracted  from  the  Geodyne
                         Institutional/Pension Energy Income Limited Partnership
                         P-3's financial  statements as of December 31, 1998 and
                         for the year ended December 31, 1998.

             *    27.4   Financial  Data  Schedule   containing   summary
                         financial   information   extracted  from  the  Geodyne
                         Institutional/Pension Energy Income Limited Partnership
                         P-4's financial  statements as of December 31, 1998 and
                         for the year ended December 31, 1998.

             *    27.5   Financial  Data  Schedule   containing   summary
                         financial   information   extracted  from  the  Geodyne
                         Institutional/Pension Energy Income Limited Partnership
                         P-5's financial  statements as of December 31, 1998 and
                         for the year ended December 31, 1998.

             *    27.6   Financial  Data  Schedule   containing   summary
                         financial   information   extracted  from  the  Geodyne
                         Institutional/Pension Energy Income Limited Partnership
                         P-6's financial  statements as of December 31, 1998 and
                         for the year ended December 31, 1998.


                  All other Exhibits are omitted as inapplicable.

                  ----------

                  *Filed herewith.

      (b)   Reports on Form 8-K filed during the fourth quarter of 1998

            None.



                                       72
<PAGE>



                                   SIGNATURES

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

                             GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1
                             LIMITED PARTNERSHIP
                             GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME 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 19, 1999


                              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 19, 1999
      -------------------       Director (Principal
         Dennis R. Neill        Executive Officer)

      /s/Patrick M. Hall        (Principal               February 19, 1999
      -------------------       Financial and
         Patrick M. Hall        Accounting Officer)

      /s/Judy K. Fox            Secretary                February 19, 1999
      -------------------
         Judy K. Fox


                                      73
<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, 1998 and 1997, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31,  1998,  in  conformity  with  generally  accepted
accounting principles.  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 generally  accepted auditing  standards
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 the opinion expressed above.




                                    PricewaterhouseCoopers LLP

Tulsa, Oklahoma
February 6, 1999






                                      F-1
<PAGE>



            GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
                           GEODYNE NPI PARTNERSHIP P-1
                             Combined Balance Sheets
                           December 31, 1998 and 1997


                                     ASSETS
                                     ------

                                                      1998              1997
                                                  ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                       $   99,454        $  503,622
   Accounts receivable:
      Net Profits                                     108,440           164,644
                                                    ---------         ---------

         Total current assets                      $  207,894        $  668,266

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                    1,164,893         1,408,420
                                                    ---------         ---------

                                                   $1,372,787        $2,076,686
                                                    =========         =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                                ($   82,899)      ($   87,415)
   Limited Partners, issued and
     outstanding, 108,074 Units                     1,455,686         2,164,101
                                                    ---------         ---------

         Total Partners' capital                   $1,372,787        $2,076,686
                                                    =========         =========

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



                                      F-2
<PAGE>
<TABLE>
<CAPTION>




            GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
                           GEODYNE NPI PARTNERSHIP P-1
                        Combined Statements of Operations
              For the Years Ended December 31, 1998, 1997, and 1996

                                           1998              1997               1996
                                       ------------      ------------       ------------
<S>                                     <C>               <C>               <C>       
REVENUES:
   Net Profits                          $  694,919        $1,064,105        $1,191,311
   Interest income                          11,731            11,117             9,643
   Gain on sale of
      Net Profits Interests                476,752           380,408            80,721
                                         ---------         ---------         ---------
                                        $1,183,402        $1,455,630        $1,281,675

COSTS AND EXPENSES:
   Depletion of
      Net Profits Interests             $  235,071        $  263,691        $  324,506
   Impairment provision                       -              902,042              -
   General and
      administrative                       127,207           129,205           130,147
                                         ---------         ---------         ---------
                                        $  362,278        $1,294,938        $  454,653
                                         ---------         ---------         ---------

NET INCOME                              $  821,124        $  160,692        $  827,022
                                         =========         =========         =========
GENERAL PARTNER -
   NET INCOME                           $   60,539        $   54,016        $   53,849
                                         =========         =========         =========
LIMITED PARTNERS - NET
   INCOME                               $  760,585        $  106,676        $  773,173
                                         =========         =========         =========
NET INCOME
   per Unit                             $     7.04        $      .99        $     7.15
                                         =========         =========         =========
UNITS OUTSTANDING                          108,074           108,074           108,074
                                         =========         =========         =========

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

</TABLE>


                                      F-3
<PAGE>
<TABLE>
<CAPTION>




            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, 1998, 1997, and 1996


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

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

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

Balance, Dec. 31, 1997                  $2,164,101         ($87,415)        $2,076,686
   Net income                              760,585           60,539            821,124
   Cash distributions                  ( 1,469,000)        ( 56,023)       ( 1,525,023)
                                         ---------           ------          ---------

Balance, Dec. 31, 1998                  $1,455,686         ($82,899)        $1,372,787
                                         =========           ======          =========

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

</TABLE>


                                      F-4
<PAGE>
<TABLE>
<CAPTION>



            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, 1998, 1997, and 1996

                                          1998               1997              1996
                                       ------------      ------------      ------------

<S>                                    <C>               <C>               <C>  
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                           $  821,124        $  160,692        $  827,022
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depletion of Net
         Profits Interests                 235,071           263,691           324,506
      Impairment provision                    -              902,042              -
      Gain on sale of
         Net Profits Interests         (   476,752)      (   380,408)      (    80,721)
      (Increase)decrease in
         accounts receivable                56,204            92,814       (    36,311)
                                         ---------         ---------         ---------

   Net cash provided by
      operating activities              $  635,647        $1,038,831        $1,034,496
                                         ---------         ---------         ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                ($   34,624)      ($   21,339)      ($   12,540)
   Proceeds from sale of
      Net Profits Interests                519,832           507,599           115,009
                                         ---------         ---------         ---------

   Net cash provided by
      investing activities              $  485,208        $  486,260        $  102,469
                                         ---------         ---------         ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                  ($1,525,023)      ($1,314,765)      ($1,085,193)
                                         ---------         ---------         ---------
   Net cash used by financing
      activities                       ($1,525,023)      ($1,314,765)      ($1,085,193)
                                         ---------         ---------         ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS           ($  404,168)       $  210,326        $   51,772

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                  503,622           293,296           241,524
                                         ---------         ---------         ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                      $   99,454        $  503,622        $  293,296
                                         =========         =========         =========
                     The accompanying notes are an integral
                  part of these combined financial statements.


</TABLE>

                                      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, 1998 and 1997, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31,  1998,  in  conformity  with  generally  accepted
accounting principles.  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 generally  accepted auditing  standards
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 the opinion expressed above.




                                    PricewaterhouseCoopers LLP

Tulsa, Oklahoma
February 6, 1999




                                      F-6
<PAGE>



            GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP
                           GEODYNE NPI PARTNERSHIP P-2
                             Combined Balance Sheets
                           December 31, 1998 and 1997


                                     ASSETS
                                     ------

                                                      1998              1997
                                                  ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                       $   78,435        $  369,191
   Accounts receivable:
      Net Profits                                      92,746           135,331
                                                    ---------         ---------

         Total current assets                      $  171,181        $  504,522

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                    1,001,498         1,182,230
                                                    ---------         ---------

                                                   $1,172,679        $1,686,752
                                                    =========         =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                                ($   70,704)      ($   72,438)
   Limited Partners, issued and
     outstanding, 90,094 Units                      1,243,383         1,759,190
                                                    ---------         ---------

         Total Partners' capital                   $1,172,679        $1,686,752
                                                    =========         =========

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



                                      F-7
<PAGE>
<TABLE>
<CAPTION>



            GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP
                           GEODYNE NPI PARTNERSHIP P-2
                        Combined Statements of Operations
              For the Years Ended December 31, 1998, 1997, and 1996

                                               1998            1997           1996
                                            ----------      ----------     ----------
<S>                                          <C>             <C>            <C> 
REVENUES:
   Net Profits                               $538,185        $  836,494     $911,429
   Interest income                              8,577             8,532        7,216
   Gain on sale of
      Net Profits Interests                   328,122           284,247       57,048
                                              -------         ---------      -------

                                             $874,884        $1,129,273     $975,693

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests                      $187,490        $  207,379     $275,464
   Impairment provision                          -              727,893         -
   General and
      administrative                          106,064           107,544      108,749
                                              -------         ---------      -------
                                             $293,554        $1,042,816     $384,213
                                              -------         ---------      -------

NET INCOME                                   $581,330        $   86,457     $591,480
                                              =======         =========      =======
GENERAL PARTNER -
   NET INCOME                                $ 36,137        $   41,244     $ 40,232
                                              =======         =========      =======
LIMITED PARTNERS - NET
   INCOME                                    $545,193        $   45,213     $551,248
                                              =======         =========      =======
NET INCOME
   per Unit                                  $   6.05        $      .50     $   6.12
                                              =======         =========      =======
UNITS OUTSTANDING                              90,094            90,094       90,094
                                              =======         =========      =======

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

</TABLE>


                                      F-8
<PAGE>
<TABLE>
<CAPTION>



            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, 1998, 1997, and 1996


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

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

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

Balance, Dec. 31, 1997                  $1,759,190         ($72,438)        $1,686,752
   Net income                              545,193           36,137            581,330
   Cash distributions                  ( 1,061,000)        ( 34,403)       ( 1,095,403)
                                         ---------           ------          ---------

Balance, Dec. 31, 1998                  $1,243,383         ($70,704)        $1,172,679
                                         =========           ======          =========

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


</TABLE>

                                      F-9
<PAGE>
<TABLE>
<CAPTION>



            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, 1998, 1997, and 1996

                                           1998              1997              1996
                                       ------------      ------------      ------------
<S>                                    <C>               <C>               <C>     
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                           $  581,330        $   86,457        $591,480
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depletion of Net
         Profits Interests                 187,490           207,379         275,464
      Impairment provision                    -              727,893            -
      Gain on sale of
         Net Profits Interests         (   328,122)      (   284,247)      (  57,048)
      (Increase) decrease in
         accounts receivable
         - Net Profits                      42,585            67,956       (  27,246)
      (Increase) decrease in
         accounts receivable
         -General Partner                     -                8,376       (   8,376)
                                         ---------         ---------         -------

   Net cash provided by
      operating activities              $  483,283        $  813,814        $774,274
                                         ---------         ---------         -------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                ($   39,322)      ($   34,745)      ($  6,613)
   Proceeds from sale of
      Net Profits Interests                360,686           402,870          97,524
                                         ---------         ---------         -------

   Net cash provided
      by investing activities           $  321,364        $  368,125        $ 90,911
                                         ---------         ---------         -------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                  ($1,095,403)      ($1,035,254)      ($810,470)
                                         ---------         ---------         -------
   Net cash used by financing
      Activities                       ($1,095,403)      ($1,035,254)      ($810,470)
                                         ---------         ---------         -------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS           ($  290,756)       $  146,685        $ 54,715

</TABLE>


                                      F-10
<PAGE>
<TABLE>
<CAPTION>



<S>                                     <C>               <C>               <C>   
CASH AND CASH EQUIVALENTS
    AT BEGINNING OF PERIOD                  369,191           222,506         167,791
                                         ---------         ---------         -------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                      $   78,435        $  369,191        $222,506
                                         =========         =========         =======

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


</TABLE>

                                      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, 1998 and 1997, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31,  1998,  in  conformity  with  generally  accepted
accounting principles.  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 generally  accepted auditing  standards
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 the opinion expressed above.





                                    PricewaterhouseCoopers LLP

Tulsa, Oklahoma
February 6, 1999



                                      F-12
<PAGE>



            GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
                           GEODYNE NPI PARTNERSHIP P-3
                             Combined Balance Sheets
                           December 31, 1998 and 1997


                                     ASSETS
                                     ------

                                                      1998              1997
                                                  ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                       $  146,246        $  685,628
   Accounts receivable:
      Net Profits                                     170,389           254,470
                                                    ---------         ---------

         Total current assets                      $  316,635        $  940,098

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                    1,866,716         2,196,444
                                                    ---------         ---------

                                                   $2,183,351        $3,136,542
                                                    =========         =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                                ($  132,995)      ($  137,258)
   Limited Partners, issued and
     outstanding, 169,637 Units                     2,316,346         3,273,800
                                                    ---------         ---------

         Total Partners' capital                   $2,183,351        $3,136,542
                                                    =========         =========

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



                                      F-13
<PAGE>
<TABLE>
<CAPTION>


            GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
                           GEODYNE NPI PARTNERSHIP P-3
                        Combined Statements of Operations
              For the Years Ended December 31, 1998, 1997, and 1996

                                           1998              1997              1996
                                       ------------      ------------      ------------
<S>                                     <C>               <C>               <C>    
REVENUES:
   Net Profits                          $  997,464        $1,559,975        $1,706,259
   Interest income                          16,358            16,329            12,976
   Gain on sale of
      Net Profits Interests                606,887           532,904           105,977
                                         ---------         ---------         ---------

                                        $1,620,709        $2,109,208        $1,825,212

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests                 $  344,697        $  385,937        $  521,166
   Impairment provision                       -            1,413,917              -
   General and
      administrative                       199,679           202,308           204,160
                                         ---------         ---------         ---------
                                        $  544,376        $2,002,162        $  725,326
                                         ---------         ---------         ---------

NET INCOME                              $1,076,333        $  107,046        $1,099,886
                                         =========         =========         =========
GENERAL PARTNER -
   NET INCOME                           $   66,787        $   76,414        $   75,192
                                         =========         =========         =========
LIMITED PARTNERS - NET
   INCOME                               $1,009,546        $   30,632        $1,024,694
                                         =========         =========         =========
NET INCOME
   per Unit                             $     5.95        $      .18        $     6.04
                                         =========         =========         =========
UNITS OUTSTANDING                          169,637           169,637           169,637
                                         =========         =========         =========

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

</TABLE>


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



            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, 1998, 1997, and 1996


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

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

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

Balance, Dec. 31, 1997                  $3,273,800         ($137,258)       $3,136,542
   Net income                            1,009,546            66,787         1,076,333
   Cash distributions                  ( 1,967,000)        (  62,524)      ( 2,029,524)
                                         ---------           -------         ---------

Balance, Dec. 31, 1998                  $2,316,346         ($132,995)       $2,183,351
                                        ==========           =======         =========

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

</TABLE>


                                      F-15
<PAGE>
<TABLE>
<CAPTION>


            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, 1998, 1997, and 1996

                                           1998              1997              1996
                                       ------------      ------------      ------------
<S>                                    <C>               <C>               <C>       
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                           $1,076,333        $  107,046        $1,099,886
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depletion of Net
         Profits Interests                 344,697           385,937           521,166
     Impairment provision                     -            1,413,917              -
      Gain on sale of
         Net Profits Interests         (   606,887)      (   532,904)      (   105,977)
      (Increase) decrease in
         accounts receivable
         - Net Profits                      84,081           125,255       (    61,150)
      (Increase) decrease in
         accounts receivable
         -General Partner                     -               16,473       (    16,473)
                                         ---------         ---------         ---------

   Net cash provided by
      operating activities              $  898,224        $1,515,724        $1,437,452
                                         ---------         ---------         ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                ($   74,335)      ($   66,502)      ($   12,220)
   Proceeds from sale of
      Net Profits Interests                666,253           759,639           181,139
                                         ---------         ---------         ---------

   Net cash provided
      by investing activities           $  591,918        $  693,137        $  168,919
                                         ---------         ---------         ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                  ($2,029,524)      ($1,938,587)      ($1,487,646)
                                         ---------         ---------         ---------
   Net cash used by financing
      activities                       ($2,029,524)      ($1,938,587)      ($1,487,646)
                                         ---------         ---------         ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS           ($  539,382)       $  270,274        $  118,725

</TABLE>


                                      F-16
<PAGE>
<TABLE>
<CAPTION>



<S>                                     <C>               <C>               <C>   
CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                  685,628           415,354           296,629
                                         ---------         ---------         ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                      $  146,246        $  685,628        $  415,354
                                         =========         =========         =========

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

</TABLE>


                                      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, 1998 and 1997, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31,  1998,  in  conformity  with  generally  accepted
accounting principles.  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 generally  accepted auditing  standards
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 the opinion expressed above.

                                    PricewaterhouseCoopers LLP

Tulsa, Oklahoma
February 6, 1999



                                      F-18
<PAGE>



GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
                           GEODYNE NPI PARTNERSHIP P-4
                             Combined Balance Sheets
                           December 31, 1998 and 1997


                                     ASSETS
                                     ------
                                                      1998              1997
                                                  ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                       $  101,652        $  243,903
   Accounts receivable:
      Net Profits                                     209,218           301,060
                                                    ---------         ---------

         Total current assets                      $  310,870        $  544,963

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                    1,092,574         1,282,329
                                                    ---------         ---------

                                                   $1,403,444        $1,827,292
                                                    =========         =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                                ($   93,853)      ($   94,799)
   Limited Partners, issued and
     outstanding, 126,306 Units                     1,497,297         1,922,091
                                                    ---------         ---------

         Total Partners' capital                   $1,403,444        $1,827,292
                                                    =========         =========

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



                                      F-19
<PAGE>
<TABLE>
<CAPTION>



GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
                           GEODYNE NPI PARTNERSHIP P-4
                        Combined Statements of Operations
              For the Years Ended December 31, 1998, 1997, and 1996

                                           1998              1997              1996
                                       ------------      ------------      ------------
<S>                                      <C>              <C>              <C> 
REVENUES:
   Net Profits                           $734,526         $1,290,780        $1,373,635
   Interest income                          8,219             13,072            11,768
   Gain (loss) on sale of
      Net Profits Interests                12,332             63,002       (    52,591)
                                          -------          ---------         ---------

                                         $755,077         $1,366,854        $1,332,812

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests                   221,558         $  364,709        $  540,791
   Impairment provision                      -               752,388              -
   General and
      administrative                      148,616            148,419           154,265
                                          -------          ---------         ---------
                                         $370,174         $1,265,516        $  695,056
                                          -------          ---------         ---------

NET INCOME                               $384,903         $  101,338        $  637,756
                                          =======          =========         =========
GENERAL PARTNER -
   NET INCOME                            $ 27,697         $   49,097        $   52,931
                                          =======          =========         =========
LIMITED PARTNERS - NET
   INCOME                                $357,206         $   52,241        $  584,825
                                          =======          =========         =========
NET INCOME
   per Unit                              $   2.83         $      .41        $     4.63
                                          =======          =========         =========
UNITS OUTSTANDING                         126,306            126,306           126,306
                                          =======          =========         =========

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

</TABLE>


                                      F-20
<PAGE>
<TABLE>
<CAPTION>



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, 1998, 1997, and 1996


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

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

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

Balance, Dec. 31, 1997               $1,922,091         ($ 94,799)       $1,827,292
   Net income                           357,206            27,697           384,903
   Cash distributions               (   782,000)        (  26,751)      (   808,751)
                                      ---------           -------         ---------

Balance, Dec. 31, 1998               $1,497,297         ($ 93,853)       $1,403,444
                                      =========           =======         =========

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


</TABLE>

                                      F-21
<PAGE>
<TABLE>
<CAPTION>



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, 1998, 1997, and 1996

                                           1998              1997              1996
                                       ------------      ------------      ------------
<S>                                    <C>               <C>               <C>  
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                           $384,903          $  101,338        $  637,756
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depletion of Net
         Profits Interests               221,558             364,709           540,791
      Impairment provision                  -                752,388              -
      (Gain) loss on sale of
         Net Profits Interests         (  12,332)        (    63,002)           52,591
      (Increase) decrease in
         accounts receivable              91,842              68,880       (    17,033)
                                         -------           ---------          --------

   Net cash provided by
     operating activities               $685,971          $1,224,313        $1,214,105
                                         -------           ---------         ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                ($ 35,489)        ($   35,028)      ($      804)
   Proceeds from sale of
      Net Profits Interests               16,018             266,265           139,216
                                         -------           ---------         ---------

   Net cash provided (used)
      by investing activities          ($ 19,471)         $  231,237        $  138,412
                                         -------           ---------         ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                  ($808,751)        ($1,557,523)      ($1,294,758)
                                         -------           ---------         ---------
   Net cash used by financing
      activities                       ($808,751)        ($1,557,523)      ($1,294,758)
                                         -------           ---------         ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS           ($142,251)        ($  101,973)       $   57,759

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                243,903             345,876           288,117
                                         -------           ---------         ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                      $101,652          $  243,903        $  345,876
                                         =======           =========         =========

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

</TABLE>


                                      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, 1998 and 1997, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31,  1998,  in  conformity  with  generally  accepted
accounting principles.  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 generally  accepted auditing  standards
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 the opinion expressed above.





                                    PricewaterhouseCoopers LLP

Tulsa, Oklahoma
February 6, 1999



                                      F-23
<PAGE>



            GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
                           GEODYNE NPI PARTNERSHIP P-5
                             Combined Balance Sheets
                           December 31, 1998 and 1997

                                     ASSETS
                                     ------
                                                      1998              1997
                                                  ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                       $  166,487        $  228,750
   Accounts receivable:
      Net Profits                                      99,823           134,968
                                                    ---------         ---------

         Total current assets                      $  266,310        $  363,718

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                      991,179         1,257,789
                                                    ---------         ---------

                                                    1,257,489        $1,621,507
                                                    =========         =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                                ($   79,248)      ($   74,683)
   Limited Partners, issued and
     outstanding, 118,449 Units                     1,336,737         1,696,190
                                                    ---------         ---------

         Total Partners' capital                   $1,257,489        $1,621,507
                                                    =========         =========

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



                                      F-24
<PAGE>
<TABLE>
<CAPTION>



      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
                           GEODYNE NPI PARTNERSHIP P-5
                        Combined Statements of Operations
              For the Years Ended December 31, 1998, 1997, and 1996

                                           1998              1997              1996
                                       ------------      ------------      ------------
<S>                                     <C>              <C>                <C>       
REVENUES:
   Net Profits                          $  827,076        $1,000,125        $1,112,631
   Interest income                           9,987             8,836             7,595
   Gain on sale of
      Net Profits Interests                344,575            79,182            30,479
                                         ---------         ---------         ---------

                                         1,181,638        $1,088,143        $1,150,705

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests                 $  283,071        $  249,055        $  368,974
   Impairment provision                       -            1,018,068              -
   General and
      administrative                       139,230           141,907           142,033
                                         ---------         ---------         ---------
                                        $  422,301        $1,409,030        $  511,007
                                         ---------         ---------         ---------

NET INCOME (LOSS)                       $  759,337       ($  320,887)       $  639,698
                                         =========         =========         =========
GENERAL PARTNER -
   NET INCOME                           $   48,790        $   34,199        $   46,364
                                         =========         =========         =========
LIMITED PARTNERS - NET
   INCOME (LOSS)                        $  710,547       ($  355,086)       $  593,334
                                         =========         =========         =========
NET INCOME (LOSS)
   per Unit                             $     6.00       ($     3.00)       $     5.01
                                         =========         =========         =========
UNITS OUTSTANDING                          118,449           118,449           118,449
                                         =========         =========         =========

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

</TABLE>


                                      F-25
<PAGE>
<TABLE>
<CAPTION>


            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, 1998, 1997, and 1996


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

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

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

Balance, Dec. 31, 1997               $1,696,190         ($74,683)        $1,621,507
   Net income                           710,547           48,790            759,337
   Cash distributions               ( 1,070,000)        ( 53,355)       ( 1,123,355)
                                      ---------           ------          ---------

Balance, Dec. 31, 1998               $1,336,737         ($79,248)        $1,257,489
                                      =========           ======          =========

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

</TABLE>


                                      F-26
<PAGE>
<TABLE>
<CAPTION>



            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, 1998, 1997, and 1996

                                           1998              1997              1996
                                       ------------      ------------      ------------
<S>                                    <C>               <C>                <C>
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)                    $  759,337       ($  320,887)        $639,698
   Adjustments to reconcile
      net income (loss) to
      net cash provided by
      operating activities:
      Depletion of Net
         Profits Interests                 283,071           249,055          368,974
     Impairment provision                     -            1,018,068             -
      Gain on sale of
         Net Profits Interests         (   344,575)      (    79,182)       (  30,479)
      (Increase) decrease in
         accounts receivable                35,145            74,090        (  58,851)
                                         ---------         ---------          -------

   Net cash provided by
     operating activities               $  732,978        $  941,144         $919,342
                                         ---------         ---------          -------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                ($   40,371)      ($      980)       ($  2,807)
   Proceeds from sale of
      Net Profits Interests                368,485            91,840           35,956
                                         ---------         ---------          -------

   Net cash provided
      by investing activities           $  328,114        $   90,860         $ 33,149
                                         ---------         ---------          -------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                  ($1,123,355)      ($1,050,794)       ($872,027)
                                         ---------         ---------          -------
   Net cash used by financing
      Activities                       ($1,123,355)      ($1,050,794)       ($872,027)
                                         ---------         ---------          -------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS           ($   62,263)      ($   18,790)        $ 80,464

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                  228,750           247,540          167,076
                                         ---------         ---------          -------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                      $  166,487        $  228,750         $247,540
                                         =========         =========          =======

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


</TABLE>

                                      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, 1998 and 1997, and the combined
results of their  operations and their cash flows for each of the three years in
the period ended  December 31,  1998,  in  conformity  with  generally  accepted
accounting principles.  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 generally  accepted auditing  standards
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 the opinion expressed above.





                                    PricewaterhouseCoopers LLP

Tulsa, Oklahoma
February 6, 1999



                                      F-28
<PAGE>



GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6
                           GEODYNE NPI PARTNERSHIP P-6
                             Combined Balance Sheets
                           December 31, 1998 and 1997

                                     ASSETS
                                     ------
                                                      1998              1997
                                                  ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                       $  300,324        $  362,957
   Accounts receivable:
      Net Profits                                     145,612           291,352
                                                    ---------         ---------

         Total current assets                      $  445,936        $  654,309

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method                    2,065,846         2,457,809
                                                    ---------         ---------

                                                   $2,511,782        $3,112,118
                                                    =========         =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                                ($  106,642)      ($   96,514)
   Limited Partners, issued and
     outstanding, 143,041 Units                     2,618,424         3,208,632
                                                    ---------         ---------

         Total Partners' capital                   $2,511,782        $3,112,118
                                                    =========         =========

                     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, 1998, 1997, and 1996

                                  1998              1997            1996
                              ----------       ------------    ----------
REVENUES:
   Net Profits                $1,240,100       $1,793,685       $2,002,957
   Interest income                13,521           15,425           13,419
   Gain on sale of Net
      Profits Interests          135,752           37,698           24,815
                               ---------         --------        ---------

                              $1,389,373       $1,846,808       $2,041,191


COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests       $  425,026       $  610,647       $  788,251
   Impairment provision             -             898,584             -
   General and
     administrative              168,434          171,754          171,630
                               ---------        ---------        ---------
                              $  593,460       $1,680,985       $  959,881
                               ---------        ---------        ---------

NET INCOME                    $  795,913       $  165,823       $1,081,310
                               =========        =========        =========
GENERAL PARTNER -
   NET INCOME                 $   56,121       $   67,889       $   84,925
                               =========        =========        =========
LIMITED PARTNERS - NET
   INCOME                     $  739,792       $   97,934       $  996,385
                               =========        =========        =========
NET INCOME
   per unit                   $     5.17       $      .68       $     6.97
                               =========        =========        =========
UNITS OUTSTANDING                143,041          143,041          143,041
                               =========        =========        =========

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



                                      F-30
<PAGE>
<TABLE>
<CAPTION>




                   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, 1998, 1997 and 1996


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

<S>                                 <C>                 <C>                <C>       
Balance, Dec. 31, 1995               $5,217,313         ($ 47,281)          $5,170,032
   Net income                           996,385            84,925            1,081,310
   Cash distributions               ( 1,440,000)        (  96,665)         ( 1,536,665)
                                     ----------           -------            ---------

Balance, Dec. 31, 1996               $4,773,698         ($ 59,021)          $4,714,677
   Net income                            97,934            67,889              165,823
   Cash distributions               ( 1,663,000)        ( 105,382)         ( 1,768,382)
                                      ---------           -------            ---------

Balance, Dec. 31, 1997               $3,208,632         ($ 96,514)          $3,112,118
   Net income                           739,792            56,121              795,913
   Cash distributions               ( 1,330,000)        (  66,249)         ( 1,396,249)
                                      ---------           -------            ---------

Balance, Dec. 31, 1998               $2,618,424         ($106,642)          $2,511,782
                                      =========           =======            =========

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


</TABLE>

                                      F-31
<PAGE>
<TABLE>
<CAPTION>



                   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, 1998, 1997, and 1996

                                       1998              1997              1996
                                    ------------      ------------      -----------

<S>                                 <C>               <C>               <C> 
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                        $  795,913        $  165,823        $1,081,310
   Adjustments to reconcile
      net income to net
      cash provided by
      operating activities:
   Depletion of Net
      Profits Interests                 425,026           610,647           788,251
   Impairment provision                    -              898,584              -
   Gain on sale of
      Net Profits Interests         (   135,752)      (    37,698)      (    24,815)
   (Increase) decrease in
      accounts receivable               145,740           136,720       (   196,497)
                                      ---------         ---------         ---------

   Net cash provided by
      operating activities           $1,230,927        $1,774,076        $1,648,249
                                      ---------         ---------         ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($   45,058)      ($    6,041)      ($   73,296)
   Proceeds from sale of
      Net Profits Interests             147,747            43,605            27,231
                                      ---------         ---------         ---------

   Net cash provided (used)
      by investing activities        $  102,689        $   37,564       ($   46,065)
                                      ---------         ---------         ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($1,396,249)      ($1,768,382)      ($1,536,665)
                                      ---------         ---------         ---------

   Net cash used by financing
      Activities                    ($1,396,249)      ($1,768,382)      ($1,536,665)
                                      ---------         ---------         ---------

</TABLE>


                                      F-32
<PAGE>
<TABLE>
<CAPTION>




<S>                                 <C>               <C>               <C> 
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS        ($   62,633)      $    43,258       $    65,519

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD               362,957           319,699           254,180
                                      ---------         ---------         ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                  $  300,324        $  362,957        $  319,699
                                      =========         =========         =========

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


</TABLE>

                                      F-33
<PAGE>




                      GEODYNE INSTITUTIONAL/PENSION PROGRAM
                   Notes to the Combined Financial Statements
             For the Periods Ended December 31, 1998, 1997, and 1996


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, 1998:


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

                P-1             15,002             13.9%
                P-2              8,906              9.9%
                P-3             41,391             24.4%
                P-4             11,846              9.4%
                P-5             16,134             13.6%
                P-6             11,592              8.1%


      The  Partnerships'   sole  business  is  owning  Net  Profits   Interests.
Substantially  all of the gas reserves  attributable  to the  Partnerships'  Net
Profits  Interests are being sold  regionally  on the "spot  market." Due to the
highly  competitive  nature of the spot  market,  prices on the spot  market are
subject to wide seasonal and regional pricing  fluctuations.  In addition,  such
spot market sales are generally  short term in nature and are dependent upon the
obtaining of transportation  services  provided by pipelines.  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.  In  1998,  the  price of oil
decreased to historically low levels.  If the price of oil remains low, or if it
decreases  further,  there  may be a  significant  impact  on the  Partnerships'
near-term results of operations and cash flows.




                                      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.
After payout, operations and revenues for the P-1 Partnership 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  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



                                      F-37
<PAGE>



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,  1998,  1997,  and 1996 were as
follows:

                  Partnership             1998        1997        1996
                  -----------             ----        ----        ----

                      P-1                 $2.93       $2.88       $2.90
                      P-2                  2.97        2.84        3.09
                      P-3                  2.94        2.83        3.11
                      P-4                  2.82        3.46        4.22
                      P-5                  2.88        2.65        3.20
                      P-6                  2.40        3.34        3.66

      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.  During
1998, 1997, and 1996, the Partnerships  recorded the following  non-cash charges
against earnings (impairment provisions):

            Partnership            1998           1997             1996
            -----------            ----           ----             ----
                P-1                $ -        $  113,945         $   -
                P-2                  -           113,005             -
                P-3                  -           220,449             -
                P-4                  -            84,059             -
                P-5                  -           122,458             -
                P-6                  -           444,990             -

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



                                      F-38
<PAGE>




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

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

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



      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  (accounts 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 of the annual  production  costs per
Mcf.




                                      F-39
<PAGE>




      General and Administrative Overhead

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


      Use of Estimates in Financial Statements

      The  preparation  of financial  statements  in conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting  period.  Actual results could differ from those  estimates.  Further,
accounts  receivable  (payable)  - Net  Profits  includes  accrued  liabilities,
accrued lease operating expenses,  and deferred lease operating expenses related
to gas balancing which involve  estimates that could materially  differ from the
actual  amounts  ultimately  realized or incurred in the near term.  Oil and gas
reserves (see Note 4) also involve significant  estimates which could materially
differ from the actual amounts ultimately realized.


      Income Taxes

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



2.    TRANSACTIONS WITH RELATED PARTIES

      The  Partnerships  reimburse  the  General  Partner  for the  general  and
administrative  overhead applicable to the Partnerships,  based on an allocation
of actual costs incurred by the General  Partner.  When costs  incurred  benefit
other  Partnerships  and  affiliates,  the  allocation  of costs is based on the
relationship  of the  Partnerships'  reserves to the total reserves 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, 1998,  1997, and
1996:



                                      F-40
<PAGE>




            Partnership   1998        1997        1996
            ----------- --------    --------    --------

              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.


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, 1998,
1997, and 1996:





                                                          Percentage
                                                -----------------------------
Partnership         Purchaser                   1998        1997        1996
----------- ------------------------            -----       -----       -----

    P-1           El Paso Energy Marketing
                    Company ("El Paso")         31.7%       25.2%       23.0%
                  Chevron U.S.A., Inc.
                    ("Chevron")                 14.9%       10.8%       10.1%
                  Texaco Exploration and
                    Production, Inc.
                    ("Texaco")                  11.2%         - %       10.4%

    P-2           El Paso                       30.7%       24.4%       22.4%
                  Chevron                       13.0%         - %         - %  
                  Texaco                        12.8%       11.1%       12.6%

    P-3           El Paso                       30.5%       24.2%       22.3%
                  Texaco                        12.9%       11.2%       12.7%
                  Chevron                       12.9%         - %         - %




                                      F-41
<PAGE>



    P-4         El Paso                         36.7%       49.1%       60.2%
                Valero Industrial
                  Gas LP                        29.1%       13.6%         - %
                  Phibro Energy, Inc.           16.1%       10.7%         - %
                  Mesa Pipeline Co.               - %         - %       18.2%

    P-5           El Paso                       73.1%       65.0%       62.0%

    P-6           El Paso                       32.5%       28.2%       27.0%
                  HPL Resources Company         16.8%       19.9%       19.1%
                  Tejas Gas Marketing
                    Company                     14.0%       14.1%       13.7%

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


4.    SUPPLEMENTAL OIL AND GAS INFORMATION

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


      Capitalized Costs

     Capitalized  costs and accumulated  depletion at December 31, 1998 and 1997
were as follows:







                                P-1 Partnership
                                ---------------
                                             1998              1997
                                          ------------      ------------
Net Profits Interests in proved
  oil and gas properties                   $7,011,292        $7,407,587

Less accumulated depletion
  and valuation allowance                 ( 5,846,399)      ( 5,999,167)
                                            ---------         ---------
  Net Profits Interests, net               $1,164,893        $1,408,420
                                            =========         =========




                                      F-42
<PAGE>




                                P-2 Partnership
                                ---------------
                                             1998              1997
                                          ------------      ------------
Net Profits Interests in proved
  oil and gas properties                   $5,651,821        $5,927,378

Less accumulated depletion
  and valuation allowance                 ( 4,650,323)      ( 4,745,148)
                                            ---------         ---------
  Net Profits Interests, net               $1,001,498        $1,182,230
                                            =========         =========


                                P-3 Partnership
                                ---------------
                                              1998              1997
                                          -------------     -------------
Net Profits Interests in proved
  oil and gas properties                   $10,640,125      $11,134,440

Less accumulated depletion
  and valuation allowance                 (  8,773,409)    (  8,937,996)
                                            ----------       ----------
  Net Profits Interests, net               $ 1,866,716       $2,196,444
                                            ==========       ==========


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

                                               1998              1997
                                           -----------       -----------
Net Profits Interests in proved
  oil and gas properties                   $8,198,995        $8,245,177

Less accumulated depletion
  and valuation allowance                 ( 7,106,421)     (  6,962,848)
                                            ---------        ----------
Net Profits Interests, net                 $1,092,574        $1,282,329
                                            =========         =========




                                      F-43
<PAGE>




                                P-5 Partnership
                                ---------------
                                              1998              1997
                                           -----------      -----------
Net Profits Interests in proved
  oil and gas properties                   $9,840,394       $10,112,131

Less accumulated depletion
  and valuation allowance                 ( 8,849,215)        8,854,342)
                                            ---------        ----------
Net Profits Interest, net                  $  991,179       $ 1,257,789
                                            =========        ==========


                                P-6 Partnership
                                ---------------
                                              1998              1997
                                          -------------    -------------
Net Profits Interests in proved
  oil and gas properties                   $11,963,385      $12,112,498

Less accumulated depletion
  and valuation allowance                 (  9,897,539)    (  9,654,689)
                                            ----------        ---------
  Net Profits Interests, net               $ 2,065,846      $ 2,457,809
                                            ==========       ==========


      Costs Incurred

      The P-4 Partnership  incurred $16,495 in property acquisition costs during
1997. No other  property  acquisition  costs were  incurred by the  Partnerships
during the three years ended December 31, 1998.  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, 1998,
1997,  and 1996.  Since these  acquisition  and  development  costs were charged
against the Net Profits payable to the Partnerships,  such costs were indirectly
borne by the  Partnerships.  No exploration  costs were incurred during the same
periods.


      Partnership                     1998        1997        1996
      -----------                   -------     -------     -------

           P-1                      $34,624     $21,339     $12,540
           P-2                       39,322      34,745       6,613
           P-3                       74,335      66,502      12,220
           P-4                       35,489      18,533         804
           P-5                       40,371         980       2,807
           P-6                       45,058       6,041      73,296



                                      F-44
<PAGE>




      Quantities of Proved Oil and Gas Reserves - Unaudited

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



                                      F-45
<PAGE>




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

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

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

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

Proved reserves, December 31, 1997               216,666     2,283,493
  Production                                    ( 26,676)   (  321,426)
  Sales of minerals in place                    ( 22,750)   (  140,306)
  Extensions and discoveries                      10,161       112,162
  Revisions of previous estimates               ( 14,628)      130,731
                                                 -------     ---------

Proved reserves, December 31, 1998               162,773     2,064,654
                                                 =======     =========
PROVED DEVELOPED RESERVES:
      December 31, 1996                          249,094     2,674,248
                                                 =======     =========
      December 31, 1997                          214,498     2,256,381
                                                 =======     =========
      December 31, 1998                          162,773     2,064,654
                                                 =======     =========

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

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

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



                                      F-46
<PAGE>




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

Proved reserves, December 31, 1997               160,322     2,042,600
  Production                                    ( 18,652)   (  266,232)
  Sales of minerals in place                    ( 15,519)   (  100,039)
  Extensions and discoveries                       8,088       106,181
  Revisions of previous estimates               ( 11,455)       93,581
                                                 -------     ---------

Proved reserves, December 31, 1998               122,784     1,876,091
                                                 =======     =========
PROVED DEVELOPED RESERVES:
      December 31, 1996                          183,318     2,418,444
                                                 =======     =========
      December 31, 1997                          157,947     2,012,912
                                                 =======     =========
      December 31, 1998                          122,784     1,876,091
                                                 =======     =========


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

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

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

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

Proved reserves, December 31, 1997               297,256     3,838,854
  Production                                    ( 34,533)   (  496,649)
  Sales of minerals in place                    ( 28,675)   (  186,034)
  Extensions and discoveries                      15,045       199,007
  Revisions of previous estimates               ( 21,424)      164,074
                                                ---------    ---------



                                      F-47
<PAGE>




Proved reserves, December 31, 1998               227,669     3,519,252
                                                 =======     =========
PROVED DEVELOPED RESERVES:
      December 31, 1996                          339,979     4,566,276
                                                 =======     =========
      December 31, 1997                          292,782     3,782,929
                                                 =======     =========
      December 31, 1998                          227,669     3,519,252
                                                 =======     =========


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

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

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

Proved reserves, December 31, 1996                75,797     3,123,119
  Production                                    ( 19,686)   (  513,815)
  Sales of minerals in place                    (  2,175)   (  315,220)
  Revisions of previous estimates                  1,898       365,764
                                                 -------     ---------

Proved reserves, December 31, 1997                55,834     2,659,848
  Production                                    ( 16,783)   (  370,975)
  Sales of minerals in place                    (     93)   (   20,206)
  Extensions and discoveries                       5,038       119,211
  Revisions of previous estimates                  2,412        48,487
                                                 -------     ---------

Proved reserves, December 31, 1998                46,408     2,436,365
                                                 =======     =========
PROVED DEVELOPED RESERVES:
      December 31, 1996                           69,266     3,022,629
                                                 =======     =========
      December 31, 1997                           49,163     2,549,052
                                                 =======     =========
      December 31, 1998                           43,638     2,377,892
                                                 =======     =========




                                      F-48
<PAGE>



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

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

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

Proved reserves, December 31, 1996                51,531      3,261,422
  Production                                     ( 7,972)    (  516,756)
  Sales of minerals in place                     ( 3,066)    (   61,493)
  Revisions of previous estimates                 10,735        346,293
                                                  ------      ---------

Proved reserves, December 31, 1997                51,228      3,029,466
  Production                                     ( 6,315)    (  552,109)
  Sales of minerals in place                     ( 4,850)    (  225,944)
  Extensions and discoveries                         232        226,515
  Revisions of previous estimates                ( 7,152)    (  151,902)
                                                  ------       --------

Proved reserves, December 31, 1998                33,143      2,326,026
                                                  ======      =========
PROVED DEVELOPED RESERVES:
  December 31, 1996                               51,388      3,232,004
                                                  ======      =========
  December 31, 1997                               51,175      3,024,146
                                                  ======      =========
  December 31, 1998                               33,143      2,326,026
                                                  ======      =========



                                      F-49
<PAGE>




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

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

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

Proved reserves, December 31, 1996               140,380      5,483,120
  Production                                    ( 18,461)    (  984,971)
  Sales of minerals in place                    (  2,459)    (   75,335)
  Extensions and discoveries                         189            235
  Revisions of previous estimates                  4,088        540,454
                                                 -------      ---------

Proved reserves, December 31, 1997               123,737      4,963,503
  Production                                    ( 19,139)    (  948,078)
  Sales of minerals in place                    (  3,749)    (   87,565)
  Extensions and discoveries                         251        244,230
  Revisions of previous estimates               (  4,665)    (  100,354)
                                                 -------      ---------

Proved reserves, December 31, 1998                96,435      4,071,736
                                                 =======      =========
PROVED DEVELOPED RESERVES:
  December 31, 1996                              140,330      5,473,020
                                                 =======      =========
  December 31, 1997                              123,718      4,961,677
                                                 =======      =========
  December 31, 1998                               96,435      4,071,736
                                                 =======      =========


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

      The following  tables set forth the estimated  future net cash flows as of
December 31, 1998 relating to the Partnerships' proved reserves  attributable to
the  Partnerships'  Net Profits  Interests based on the standardized  measure as
prescribed in SFAS No. 69:



                                      F-50
<PAGE>




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

Future cash inflows         $5,866,545        $5,127,514       $9,595,003
Future production and
   development costs       ( 1,466,248)      ( 1,411,080)     ( 2,658,685)
                             ---------         ---------        ---------

Future net cash flows       $4,400,297        $3,716,434       $6,936,318

10% discount to
   reflect timing
   of cash flows           ( 1,651,716)      ( 1,435,747)     ( 2,682,958)
                             ---------         ---------        ---------

Standardized measure
   of discounted future
   net cash flows           $2,748,581        $2,280,687       $4,253,360
                             =========         =========        =========


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

Future cash inflows         $5,674,856        $4,789,065       $9,133,178
Future production and
   development costs       ( 1,667,145)      ( 1,594,864)     ( 3,449,835)
                             ---------         ---------        ---------

Future net cash flows       $4,007,711        $3,194,201       $5,683,343

10% discount to
   reflect timing
   of cash flows           ( 1,253,343)      (   992,198)     ( 1,721,398)
                             ---------         ---------        ---------

Standardized measure
   of discounted future
   net cash flows           $2,754,368        $2,202,003       $3,961,945
                             =========         =========        =========

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



                                      F-51
<PAGE>



to existing  reserve  estimates  may occur in the near  future.  Although  every
reasonable  effort has been made to ensure that the reserve  estimates  reported
herein represent the most accurate assessment possible,  the significance of the
subjective  decisions  required  and  variances  in  available  data for various
reservoirs  make these  estimates  generally  less precise than other  estimates
presented in connection with financial statement disclosures.  The Partnerships'
reserves  were  determined  at  December  31,  1998  using oil and gas prices of
approximately $9.50 per barrel and $2.03 per Mcf, respectively.




                                      F-52
<PAGE>



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



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

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

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

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


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

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

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

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

4.4         Second  Amendment  to Agreement  of Limited  Partnership  of Geodyne
            Institutional/Pension  Energy Income P-2 Limited Partnership,  filed
            as  Exhibit  4.2 to  Registrants'  Current  Report on Form 8-K dated
            August 2,



                                      F-53
<PAGE>



            1993  filed  with  the  SEC  on  August  10,   1993  and  is  hereby
            incorporated by reference.

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

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

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

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

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

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

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

4.12        Third  Amendment to  Agreement   of Limited  Partnership  of Geodyne
            Institutional/Pension Energy Income Limited



                                      F-54
<PAGE>



            Partnership P-4, filed as Exhibit 4.13 to Registrant's Annual Report
            on Form 10-K for the year ended December 31, 1995 filed with the SEC
            on April 1, 1996 and is hereby incorporated by reference.

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

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

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

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

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

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

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

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

*27.1       Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne  Institutional/Pension  Energy Income P-1
            Limited  Partnership's  financial statements as of December 31, 1998
            and for the year ended December 31, 1998.

*27.2       Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne  Institutional/Pension  Energy Income P-2
            Limited  Partnership's  financial statements as of December 31, 1998
            and for the year ended December 31, 1998.



                                      F-55
<PAGE>




*27.3       Financial Data Schedule  containing  summary  financial  information
            extracted  from  the  Geodyne  Institutional/Pension  Energy  Income
            Limited  Partnership  P-3's financial  statements as of December 31,
            1998 and for the year ended December 31, 1998.

*27.4       Financial Data Schedule  containing  summary  financial  information
            extracted  from  the  Geodyne  Institutional/Pension  Energy  Income
            Limited  Partnership  P-4's financial  statements as of December 31,
            1998 and for the year ended December 31, 1998.

*27.5       Financial Data Schedule  containing  summary  financial  information
            extracted  from  the  Geodyne  Institutional/Pension  Energy  Income
            Limited  Partnership  P-5's financial  statements as of December 31,
            1998 and for the year ended December 31, 1998.

*27.6       Financial Data Schedule  containing  summary  financial  information
            extracted  from  the  Geodyne  Institutional/Pension  Energy  Income
            Limited  Partnership  P-6's financial  statements as of December 31,
            1998 and for the year ended December 31, 1998.

            All other Exhibits are omitted as inapplicable.

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