<PAGE>


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

For the fiscal year ended December 31, 1996

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 
          -----       -----
<PAGE>
<PAGE>
     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.

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

     The   Depository  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

                                  ii
<PAGE>
<PAGE>
                               FORM 10-K
                           TABLE OF CONTENTS



PART I  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
     ITEM 1.   BUSINESS . . . . . . . . . . . . . . . . . . . . .    1
     ITEM 2.   PROPERTIES . . . . . . . . . . . . . . . . . . . .    7
     ITEM 3.   LEGAL PROCEEDINGS  . . . . . . . . . . . . . . . .   16
     ITEM 4.   SUBMISSION   OF  MATTERS  TO  A  VOTE  OF  LIMITED
               PARTNERS . . . . . . . . . . . . . . . . . . . . .   19

PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19
     ITEM 5.   MARKET  FOR  UNITS  AND  RELATED  LIMITED  PARTNER
               MATTERS  . . . . . . . . . . . . . . . . . . . . .   19
     ITEM 6.   SELECTED FINANCIAL DATA  . . . . . . . . . . . . .   22
     ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS  OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS  . . . . . . .   28
     ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA  . . .   49
     ITEM 9.   CHANGES IN  AND DISAGREEMENTS WITH  ACCOUNTANTS ON
               ACCOUNTING AND FINANCIAL DISCLOSURE  . . . . . . .   49

PART III  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   50
     ITEM 10.  DIRECTORS  AND EXECUTIVE  OFFICERS OF  THE GENERAL
               PARTNER  . . . . . . . . . . . . . . . . . . . . .   50
     ITEM 11.  EXECUTIVE COMPENSATION . . . . . . . . . . . . . .   51
     ITEM 12.  SECURITY  OWNERSHIP  OF CERTAIN  BENEFICIAL OWNERS
               AND MANAGEMENT . . . . . . . . . . . . . . . . . .   58
     ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . .   61

PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   64
     ITEM 14.  EXHIBITS,   FINANCIAL  STATEMENT   SCHEDULES,  AND
               REPORTS ON FORM 8-K  . . . . . . . . . . . . . . .   64
     SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . .   70

                                  iii
<PAGE>
<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-K  ("Annual
Report")  are references  to the  Partnership and its  related general
partnership, collectively.  In  addition, unless the context indicates
otherwise,  all  references to  the "General  Partner" in  this Annual
Report  are  references  to Geodyne  as  the  general  partner of  the
Partnerships, and  as  the managing  partner  of the  related  general
partnerships.

                                   1
<PAGE>
<PAGE>
     The General Partner  currently serves  as general  partner of  29
limited partnerships, including the Partnerships.  The General Partner
is a  wholly-owned subsidiary  of Samson Investment  Company.   Samson
Investment Company and  its various corporate subsidiaries,  including
the  General  Partner  (collectively,  the  "Samson  Companies"),  are
engaged in the production  and development of and exploration  for oil
and  gas reserves  and  the  acquisition  and operation  of  producing
properties.    At  December  31,  1996,  the  Samson  Companies  owned
interests  in approximately  16,000 oil  and gas  wells located  in 19
states of  the United States  and Canada,  Venezuela, and Russia.   At
December 31,  1996, the Samson Companies  operated approximately 2,600
oil  and  gas wells  located in  15 states  of  the United  States and
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  include  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 March 15, 1997,
the Samson Companies employed approximately 780 persons.  No employees
are  covered  by  collective  bargaining  agreements,  and  management
believes  that the Samson Companies provide a sound employee relations
environment.  For  information regarding the executive officers of the
General Partner, see "Item 10. Directors and Executive Officers of the
General Partner."
                                   2
<PAGE>
<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 (800)
283-1791.


     Funding

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


     Principal Products Produced and Services Rendered

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


     Competition and Marketing

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

                                   3
<PAGE>
<PAGE>
     The most important variable affecting the Partnerships'  revenues
is the prices received for the sale of oil and gas.  Predicting future
prices  is very  difficult.   Concerning  past trends,  average yearly
wellhead gas prices in the United States have been relatively volatile
for a  number of  years.   For the  past ten  years, such  prices have
generally  been in  the $1.40  to $2.00  per Mcf  range, significantly
below  prices received in the early 1980s.   Average gas prices in the
latter  part of 1996 and  January 1997, however,  were somewhat higher
than those yearly averages.  It is not known whether this was a short-
term trend or an indicator of potentially higher average gas prices on
a longer-term basis.

     Substantially  all of  the Partnerships'  gas reserves  are being
sold in 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 increased from  approximately $2.00
per  Mcf  at  December 31,  1995  to  approximately $3.57  per  Mcf at
December 31, 1996.  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.

     Due to global consumption and supply trends over the last several
months, oil prices have  recently been higher than the  yearly average
prices of  the late to  mid-1980s and early  1990s.   It is not  known
whether  this trend will continue.   Prices for  the Partnerships' oil
increased from approximately $18.50 per barrel at December 31, 1995 to
approximately $23.75 per barrel at December 31, 1996.  

     Future prices for both oil and gas will  likely be different from
(and may be  lower than) the  prices in effect  on December 31,  1996.
Primarily due to heating  season demand, year-end prices in  many past
years  have tended  to  be higher,  and  in some  cases  significantly
higher,  than  the  yearly  average  price actually  received  by  the
Partnerships  for  at least  the following  year.   In  particular, it
should be  noted that December  31, 1996 prices were  much higher than
year-end prices for  the last several  years and substantially  higher
than the  average prices received in  each of the  last several years.
It is not possible  to predict whether the December 1996 pricing level
is  indicative of a new trend toward  higher energy prices or a short-
term  deviation from  the recent  history of  low to  moderate prices;
therefore,  management is unable to predict whether future oil and gas
prices will (i) stabilize, (ii) increase, or (iii) decrease.

                                   4
<PAGE>
<PAGE>
     Significant Customers

     The  following customers accounted for ten percent or more of the
oil and  gas  sales  attributable to  the  Partnerships'  Net  Profits
Interests during the year ended December 31, 1996: 


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

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

          P-2        El Paso                        22.4%
                     Texaco                         12.6%

          P-3        El Paso                        22.3%
                     Texaco                         12.7%

          P-4        El Paso                        60.2%
                     Mesa Pipeline Co.              18.2%

          P-5        El Paso                        62.0%

          P-6        El Paso                        27.0%
                     Tejas Gas Marketing
                       Company                      13.7%
                     HPL Resources Company          19.1%

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

                                   5
<PAGE>
<PAGE>
      Oil, Gas, and Environmental Control Regulations

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

      Regulation of Sales and  Transportation of Oil and Gas  -- Sales
of crude  oil and condensate  are made by  the Partnerships 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, including, but
not  limited to, the Natural Gas Act  of 1938 (the "NGA"), the Natural
Gas  Policy Act of 1978  (the "NGPA"), and  regulations promulgated by
the Federal Energy  Regulatory Commission (the "FERC")  under the NGA,
the NGPA, and other statutes.  The provisions of the NGA and the NGPA,
as well as the  regulations thereunder, are complex and affect all who
produce, resell,  transport, or  purchase gas, including  the Partner-
ships.   Although  virtually  all of  the  Partnerships'  natural  gas
production is not subject to price regulation, the NGA, NGPA, and FERC
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' operations and projections  of future oil
and gas production and revenues.

      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  -- The  Partnerships' 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 therewith,
may  increase the cost of  the Partnerships' operations  or may affect
the Partnerships'  ability to complete, in a  timely fashion, existing
or  future activities.    Management anticipates  that various  local,
state,  and  federal  environmental  control  agencies  will  have  an
increasing impact on oil and gas operations.  

                                   6
<PAGE>
<PAGE>
      Insurance Coverage 

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


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,
1996.  


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

               P-1       4,547   1,999      917   1,631
               P-2       4,701   2,027    1,037   1,637
               P-3       4,701   2,027    1,037   1,637
               P-4         356     117      229      10
               P-5         729     227      337     165
               P-6         799     243      388     168

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


     Drilling Activities

     The Partnerships' net profits interests were not burdened  by any
drilling activities during the year ended December 31, 1996.  

                                   7
<PAGE>
<PAGE>
     Oil and Gas Production, Revenue, and Price History

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

                          Net Production Data

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

                                     Year Ended December 31,
                               ----------------------------------
                                  1996        1995        1994
                               ----------  ----------  ----------

  Production:
    Oil (Bbls)                     33,798      39,075      45,617
    Gas (Mcf)                     468,446     524,079     544,265

  Oil and gas sales:
    Oil                        $  670,897  $  629,419  $  677,797
    Gas                           911,723     704,485     863,753
                                ---------   ---------   ---------
      Total                    $1,582,620  $1,333,904  $1,541,550
                                =========   =========   =========
  Average sales price:
    Per barrel of oil              $19.85      $16.11      $14.86
    Per Mcf of gas                   1.95        1.34        1.59

                                   8
<PAGE>
<PAGE>
                          Net Production Data

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

                                     Year Ended December 31,
                               ----------------------------------
                                  1996        1995        1994
                               ----------  ----------  ----------

  Production:
    Oil (Bbls)                     24,049      28,040      32,934
    Gas (Mcf)                     390,047     443,985     418,655

  Oil and gas sales:
    Oil                        $  478,550  $  453,329  $  491,847
    Gas                           764,204     604,448     698,313
                                ---------   ---------   ---------
      Total                    $1,242,754  $1,057,777  $1,190,160
                                =========   =========   =========
  Average sales price:
    Per barrel of oil              $19.90      $16.17      $14.93
    Per Mcf of gas                   1.96        1.36        1.67

                                   9
<PAGE>
<PAGE>
                          Net Production Data

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

                                     Year Ended December 31,
                               ----------------------------------
                                  1996        1995        1994
                               ----------  ----------  ----------

  Production:
    Oil (Bbls)                     44,496      51,963      61,063
    Gas (Mcf)                     737,600     840,970     790,479

  Oil and gas sales:
    Oil                        $  885,630  $  840,314  $  912,173
    Gas                         1,441,296   1,143,030   1,323,422
                                ---------   ---------   ---------
      Total                    $2,326,926  $1,983,344  $2,235,595
                                =========   =========   =========
  Average sales price:
    Per barrel of oil              $19.90      $16.17      $14.94
    Per Mcf of gas                   1.95        1.36        1.67


                          Net Production Data

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

                                     Year Ended December 31,
                               ----------------------------------
                                  1996        1995        1994
                               ----------  ----------  ----------

  Production:
    Oil (Bbls)                     22,949      28,847      34,540
    Gas (Mcf)                     630,841     885,642     914,352

  Oil and gas sales:
    Oil                        $  477,130  $  505,129  $  556,163
    Gas                         1,332,412   1,299,908   1,797,244
                                ---------   ---------   ---------
      Total                    $1,809,542  $1,805,037  $2,353,407
                                =========   =========   =========
  Average sales price:
    Per barrel of oil              $20.79      $17.51      $16.10
    Per Mcf of gas                   2.11        1.47        1.97


                                  10
<PAGE>
<PAGE>
                          Net Production Data

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

                                     Year Ended December 31,
                               ----------------------------------
                                  1996        1995        1994
                               ----------  ----------  ----------

  Production:
    Oil (Bbls)                     10,757      10,842       9,313
    Gas (Mcf)                     627,998     784,863     901,804

  Oil and gas sales:
    Oil                        $  214,553  $  185,791  $  145,298
    Gas                         1,229,170   1,061,514   1,406,503
                                ---------   ---------   ---------
      Total                    $1,443,723  $1,247,305  $1,551,801
                                =========   =========   =========
  Average sales price:
    Per barrel of oil              $19.95      $17.14      $15.60
    Per Mcf of gas                   1.96        1.35        1.56


                          Net Production Data

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

                                     Year Ended December 31,
                               ----------------------------------
                                  1996        1995        1994
                               ----------  ----------  ----------

  Production:
    Oil (Bbls)                     21,377      19,149      19,711
    Gas (Mcf)                   1,162,652   1,380,123   1,502,411

  Oil and gas sales:
    Oil                        $  437,360  $  318,880  $  308,168
    Gas                         2,359,218   1,819,370   2,207,083
                                ---------   ---------   ---------
      Total                    $2,796,578  $2,138,250  $2,515,251
                                =========   =========   =========
  Average sales price:
    Per barrel of oil              $20.46      $16.65      $15.63
    Per Mcf of gas                   2.03        1.32        1.47

                                  11
<PAGE>
<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,  1996 which  were attributable  to the  Partnerships' Net
Profits  Interests.   (Throughout this  Annual Report,  such interests
will  be referred  to as  the Partnerships'  "proved reserves.")   The
schedule of  quantities of proved oil and gas reserves was prepared by
the General Partner  in accordance  with the rules  prescribed by  the
Securities  and  Exchange Commission  (the  "SEC").   Certain  reserve
information was  reviewed by  Ryder Scott Company  Petroleum Engineers
("Ryder Scott"), an  independent petroleum engineering firm.   As used
throughout  this  Annual Report,  "proved  reserves"  refers to  those
estimated  quantities  of  crude  oil,  gas,  and  gas  liquids  which
geological and engineering data demonstrate with reasonable  certainty
to be recoverable  in future years from  known oil and gas  reservoirs
under existing economic and operating conditions.

     Net  present value  represents estimated  future gross  cash flow
from the production and  sale of proved reserves, net of estimated oil
and  gas  production costs  (including  production  taxes, ad  valorem
taxes, and operating expenses) and estimated future development costs,
discounted at 10% per annum.  Net present value of the proved reserves
was  calculated on the basis  of current costs  and prices at December
31, 1996.   Such prices were not  escalated except in  certain circum-
stances  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, 1996.  Furthermore, gas prices at December
31, 1996 were much higher than the price used for  determining the net
present value of proved reserves for  the year ended December 31, 1995
and substantially  higher  than the  average  prices received  by  the
Partnerships  in each  of the  last several  years.   There can  be no
assurance that the prices used in calculating the net present value at
December 31, 1996 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 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

                                  12
<PAGE>
<PAGE>
these estimates generally less precise than other estimates presented 
in connection  with financial statement disclosures. 


                          Proved Reserves and
                          Net Present Values
                         From Proved Reserves

                      As of December 31, 1996(1)

P-1 Partnership:
---------------
  Estimated proved reserves:
    Gas (Mcf)                                          2,701,360
    Oil and liquids (Bbls)                               251,262

  Net present value (discounted at 10% per annum)    $ 7,404,164


P-2 Partnership:
---------------
  Estimated proved reserves:
    Gas (Mcf)                                          2,448,132
    Oil and liquids (Bbls)                               185,693

  Net present value (discounted at 10% per annum)    $ 6,229,263


P-3 Partnership:
---------------
  Estimated proved reserves:
    Gas (Mcf)                                          4,622,201
    Oil and liquids (Bbls)                               344,453

  Net present value (discounted at 10% per annum)    $11,681,283


P-4 Partnership:
---------------
  Estimated proved reserves:
    Gas (Mcf)                                          3,123,119
    Oil and liquids (Bbls)                                75,797

  Net present value (discounted at 10% per annum)    $ 7,075,498

                                  13
<PAGE>
<PAGE>
P-5 Partnership:
---------------
  Estimated proved reserves:
    Gas (Mcf)                                          3,261,422
    Oil and liquids (Bbls)                                51,531

  Net present value (discounted at 10% per annum)    $ 6,221,996


P-6 Partnership:
---------------
  Estimated proved reserves:
    Gas (Mcf)                                          5,483,120
    Oil and liquids (Bbls)                               140,380

  Net present value (discounted at 10% per annum)    $10,610,058

---------

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


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


Significant Properties

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

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

                                  14
<PAGE>
<PAGE>
                        Significant Properties
                        ----------------------

                           Wells
                        Operated by
                        Affiliates      Oil        Gas 
                Total   -----------   Reserves    Revenues   Present
Basin           Wells   Number   %     (Bbl)       (Mcf)      Value
-----------     -----   ------  ---   --------   ---------  ---------
P-1 P/ship:
  Permian       4,320      4     -%    230,317   4,833,187  4,868,788
  Anadarko         99     17    17%      6,041   2,201,293  2,217,534

P-2 P/ship:
  Permian       4,322      4     0%    157,410   3,303,957  3,327,206
  Anadarko         99     17    17%      6,062   1,748,618  1,760,943
  South. Ok.
   Folded Belt     29     23    79%     10,616     722,681    727,600

P-3 P/ship:
  Permian       4,322      4     0%    290,297   6,095,878  6,138,658
  Anadarko         99     17    17%     11,387   3,252,278  3,275,323
  South. Ok.
   Folded Belt     29     23    79%     20,883   1,420,922  1,431,177

P-4 P/ship:
  Gulf Coast       79     25    32%     53,038   2,886,047  2,967,058
  Anadarko         67     10    15%      9,941   1,876,699  1,930,052
  Arkla            40      -     -%      4,084     797,302    818,822
  San Juan        125      -     -%      3,716     779,852    802,499

P-5 P/ship:
  Anadarko        159     34    21%      9,444   3,858,963  3,818,764
  South. Ok.
   Folded Belt     98      -     -%     22,827   1,146,384  1,134,357
  Permian         118     27    23%     12,681     825,474    816,812

P-6 P/ship:
  Anadarko        159     34    21%      6,214   3,573,404  3,543,490
  Permian         123     29    24%     14,973   2,764,717  2,742,059
  South. Ok.
   Folded Belt    118     17    14%     99,128   1,689,707  1,675,973
  Gulf Coast       26      7    27%      1,285   1,512,007  1,499,388

                                  15
<PAGE>
<PAGE>
     Title to Oil and Gas Properties

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

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


ITEM 3.   LEGAL PROCEEDINGS

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

     On November  23 and  25, 1994, Geodyne,  PaineWebber Incorporated
("PaineWebber"), and certain other parties were named as defendants in
two  related  lawsuits  alleging  misrepresentations  made  to  induce
investments in  the Partnerships  and asserting  causes of  action for
common  law  fraud  and  deceit  and  unjust   enrichment  (Romine  v.
PaineWebber, Inc. et  al, Case No.  94-CIV-8558, U.S. District  Court,
Southern District of New York and Romine v.  PaineWebber, Inc., et al,
Case No.  94-132844, Supreme Court of the State of New York, County of
New York).  The  federal court case was later  consolidated with other
similar actions (to  which Geodyne is not a party)  under the title In
Re:    PaineWebber Limited  Partnerships'  Litigation   (the  "Federal
Partnership Class Action") and was certified as  a class action on May
30, 1995.   A class  action notice was mailed  on June 7,  1995 to all
members of the class.  The Federal Partnership 

                                  16
<PAGE>
<PAGE>
Class  Action also alleges violations of 18 U.S.C. Section 1962(c) and
the Securities  Exchange  Act  of  1934.   Compensatory  and  punitive
damages, interest, and costs have been requested in both matters.  The
amended complaint in  the Federal Partnership  Class Action no  longer
asserts any claim directly against Geodyne.  

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

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

     Plaintiffs' counsel  will be responsible  for allocating payments
from the $125 million Settlement Fund previously funded by PaineWebber
among  eligible  Limited Partners  and  investors  in other  unrelated
PaineWebber  partnerships  in accordance  with  the  settlement.   The
amount and date  of any payment will vary  depending upon many factors
set forth in the Notice.   It is currently expected that payments from
the Settlement Fund will be made some time in 1997.

                                  17
<PAGE>
<PAGE>
     In addition,  eligible Limited  Partners in the  Partnerships who
held their Units on June 3, 1996 may be entitled to certain additional
payments from an escrow  fund to which PaineWebber will  make payments
through  May 30,  2001 if spot  market oil  and natural  gas prices as
reported  by  the New  York  Mercantile  Exchange fall  below  certain
thresholds set forth  in the  Notice (the "Pricing  Guarantee").   The
threshold prices used in  the Pricing Guarantee are $18.00  per barrel
of  oil and  $1.80 per  Mcf  of gas.   Under  the Notice,  PaineWebber
payments, if any, made  pursuant to the Pricing Guarantee will be paid
to Limited Partners of record on June 30, 1996 irrespective of whether
they subsequently sell/dispose of  their Units to third parties.   The
Pricing  Guarantee does  NOT attach to  the Units  as an  attribute of
ownership  in  the Partnerships  and is  not  an obligation  of either
Geodyne or the Partnerships.  

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

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

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

     On March 20, 1997 the settlement described above was confirmed by
the federal court.

                                18
<PAGE>
<PAGE>
     To  the  knowledge of  the General  Partner, neither  the General
Partner  nor the Partnerships or  their properties are  subject to any
litigation, the results of which would  have a material effect on  the
Partnerships'  or  the   General  Partner's  financial  condition   or
operations.


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

     There were no matters submitted to a vote of the Limited Partners
of any Partnership during 1996.


                                PART II

ITEM 5.   MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS

     As of February 28, 1997, 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        887 
                   P-2          90,094        663 
                   P-3         169,637      1,510 
                   P-4         126,306      1,006 
                   P-5         118,449      1,074 
                   P-6         143,041        828 


     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.   However, the  General Partner believes
that  these transfers  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.

                                  19
<PAGE>
<PAGE>
     Pursuant to the terms of the  Partnership Agreements, the General
Partner is obligated to annually issue a repurchase offer based on the
estimated future net  revenues from the Partnerships' reserves  and is
calculated  pursuant to the terms of the Partnership Agreements.  Such
repurchase  offer is  recalculated monthly  in order  to reflect  cash
distributions to the Limited Partners  and extraordinary events.   The
following table sets forth the General Partner's repurchase offer  per
Unit as of the periods indicated.  For purposes of this Annual Report,
a Unit represents an initial subscription of $100 to a Partnership.

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

                   1995                      1996            1997
          ----------------------    ---------------------    ----
          1st   2nd   3rd   4th     1st   2nd   3rd  4th     1st
P/ship    Qtr.  Qtr.  Qtr.  Qtr.    Qtr.  Qtr.  Qtr. Qtr.    Qtr.
------    ----  ----  ----  ----    ----  ----  ---- ----    ----

 P-1      $24   $24   $23   $21     $19   $17   $25  $22     $20
 P-2       27    24    22    21      19    17    24   21      19
 P-3       27    24    22    21      19    17    24   21      19
 P-4       19    21    19    17      15    12    18   15      13
 P-5       19    18    16    15      13    12    16   14      12
 P-6       33    32    30    29      27    25    26   22      20


     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 for  the years ended December  31, 1995 and  1996 and
for the first quarter of 1997:

                                  20
<PAGE>
<PAGE>
                          Cash Distributions
                          ------------------

                                  1995
                   ----------------------------------
                     1st      2nd      3rd      4th
    P/ship         Quarter  Quarter  Quarter  Quarter
    ------         -------  -------  -------  -------

     P-1            $1.76    $1.67    $1.85    $1.71
     P-2             1.61     1.44     1.44     1.55
     P-3             1.56     1.62     1.47     1.56
     P-4             2.26     2.30     1.62     2.18
     P-5             0.93     1.86     1.65     1.35
     P-6             1.08     1.47     1.89     1.29


                                 1996                   1997
                ------------------------------------   -------
                  1st      2nd      3rd       4th        1st
    P/ship      Quarter  Quarter  Quarter   Quarter    Quarter
    ------      -------  -------  -------  ---------   -------

     P-1         $1.98    $2.00    $2.45    $2.98(1)    $2.61(1)
     P-2          1.64     1.70     2.31     2.77(1)     2.36(1)
     P-3          1.69     1.70     2.06     2.76(1)     2.33(1)
     P-4          2.09     2.41     2.19     2.93(1)     2.54(1)
     P-5          1.40     1.61     1.85     2.01(1)     2.00(1)
     P-6          1.61     2.20     2.22     4.04(1)     2.09


-----------------------
(1)  Includes proceeds from the sale of Net Profits Interests.

                                  21
<PAGE>
<PAGE>
ITEM 6.   SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
     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."

                                    Selected Financial Data

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

                               1996          1995          1994          1993          1992
                           ------------  ------------  ------------  ------------  ------------
<S>                        <C>           <C>           <C>           <C>           <C>  
Net Profits                 $1,191,311    $  935,026    $1,089,659    $1,216,344    $1,220,250
Net Income (Loss):
  Limited Partners             773,173         6,098   (    82,364)       84,309       290,109
  General Partner               53,849        33,359        38,499        45,008        51,025
  Total                        827,022        39,457   (    43,865)      129,317       341,134
Limited Partners' Net
  Income (Loss) per
  Unit                            7.15           .06   (       .76)          .78          2.68
Limited Partners' Cash
  Distributions per Unit          9.41          6.99          8.60          8.92         10.75
Total Assets                 3,230,759     3,488,930     4,243,473     5,268,338     6,151,083
Partners' Capital (Deficit)
  Limited Partners           3,293,425     3,537,252     4,286,154     5,298,518     6,178,586
  General Partner          (    62,666)  (    48,322)  (    42,681)  (    30,180)  (    27,503)
Number of Units
  Outstanding                  108,074       108,074       108,074       108,074       108,074

</TABLE>
                                               22
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                    Selected Financial Data

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

                               1996          1995          1994          1993          1992
                           ------------  ------------  ------------  ------------  ------------
<S>                        <C>           <C>           <C>           <C>           <C>
Net Profits                 $  911,429    $  715,608    $  786,768    $  962,561    $  962,052
Net Income (Loss):
  Limited Partners             551,248   (   182,851)  (    99,086)  (    54,217)      168,320
  General Partner               40,232        23,562        26,363        34,851        39,309
  Total                        591,480   (   159,289)  (    72,723)  (    19,366)      207,629
Limited Partners' Net
  Income (Loss) per Unit          6.12   (      2.03)  (      1.10)  (       .60)         1.87
Limited Partners' Cash
  Distributions per Unit          8.42          6.04          8.66          8.45         10.00
Total Assets                 2,635,549     2,854,539     3,586,328     4,483,051     5,303,586
Partners' Capital (Deficit)
  Limited Partners           2,692,977     2,900,729     3,628,580     4,507,666     5,323,602
  General Partner          (    57,428)  (    46,190)  (    42,252)  (    24,615)  (    20,016)
Number of Units
  Outstanding                   90,094        90,094        90,094        90,094        90,094


</TABLE>
                                               23
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                    Selected Financial Data

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

                              1996         1995          1994          1993           1992
                          ------------ ------------  ------------  -------------  -------------
<S>                       <C>          <C>           <C>           <C>            <C>
Net Profits                $1,706,259   $1,327,052    $1,472,407    $1,798,809     $ 1,803,858 
Net Income (Loss):
  Limited Partners          1,024,694  (   413,819)  (   183,184)  (   161,726)        315,060
  General Partner              75,192       42,468        49,058        64,658          73,550
  Total                     1,099,886  (   371,351)  (   134,126)  (    97,068)        388,610
Limited Partners' Net
  Income (Loss) per
  Unit                           6.04  (      2.44)  (      1.08)  (       .95)           1.86
Limited Partners' Cash
  Distributions per
  Unit                           8.21         6.21          8.60          8.22           10.00
Total Assets                4,968,083    5,355,843     6,836,194     8,508,320      10,074,700
Partners' Capital
  (Deficit)
  Limited Partners          5,075,168    5,442,474     6,911,293     8,554,477      10,111,366
  General Partner         (   107,085) (    86,631)  (    75,099)  (    46,157)   (     36,666)
Number of Units
  Outstanding                 169,637      169,637       169,637       169,637         169,637

</TABLE>


                                               24
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                    Selected Financial Data

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

                               1996          1995          1994          1993          1992
                           ------------  ------------  ------------  ------------  ------------
<S>                        <C>           <C>           <C>           <C>           <C>
Net Profits                 $1,373,635    $1,251,153    $1,779,306    $2,136,768    $1,928,840
Net Income (Loss):
  Limited Partners             584,825   (   496,777)  (   152,785)      339,911       571,238
  General Partner               52,931        40,039        64,877        84,873        77,945
  Total                        637,756   (   456,738)  (    87,908)      424,784       649,183
Limited Partners' Net
  Income (Loss) per Unit          4.63   (      3.93)  (      1.21)         2.69          4.52
Limited Partners' Cash
  Distributions per Unit          9.62          8.36         15.11         10.87         10.75
Total Assets                 3,283,477     3,940,479     5,506,217     7,607,125     8,635,561
Partners' Capital (Deficit)
  Limited Partners           3,364,850     3,995,025     5,546,802     7,609,587     8,643,072
  General Partner          (    81,373)  (    54,546)  (    40,585)  (     2,462)  (     7,511)
Number of Units
  Outstanding                  126,306       126,306       126,306       126,306       126,306

</TABLE>
                                               25
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                    Selected Financial Data

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

                               1996          1995          1994          1993          1992
                           ------------  ------------  ------------  ------------  ------------
<S>                        <C>           <C>           <C>           <C>           <C>
Net Profits                 $1,112,631    $  938,957    $1,180,970    $1,228,404    $  839,505
Net Income (Loss):
  Limited Partners             593,334   (   201,341)  ( 1,811,683)  (   755,849)  (   280,489)
  General Partner               46,364        30,697        24,070        37,195        30,964
  Total                        639,698   (   170,644)  ( 1,787,613)  (   718,654)  (   249,525)
Limited Partners' Net
  Income (Loss) per Unit          5.01   (      1.70)  (     15.30)  (      6.38)  (      2.37)
Limited Partners' Cash
  Distributions per Unit          6.87          5.79          8.99          4.80          5.50
Total Assets                 2,993,188     3,225,517     4,115,661     7,050,262     8,425,895
Partners' Capital (Deficit)
  Limited Partners           3,053,276     3,273,942     4,160,283     7,036,966     8,361,653
  General Partner          (    60,088)  (    48,425)  (    44,622)  (     9,192)  (    10,804)
Number of Units
  Outstanding                  118,449       118,449       118,449       118,449       118,449

</TABLE>

                                               26
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                    Selected Financial Data

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

                              1996          1995          1994          1993          1992
                          ------------  ------------  ------------  ------------  -------------
<S>                       <C>           <C>           <C>           <C>           <C>
Net Profits                $2,002,957    $1,284,185    $1,487,321    $1,638,647    $1,417,454
Net Income (Loss):
  Limited Partners            996,385   (   907,347)  (   346,636)  (   221,515)  (    95,704)
  General Partner              84,925        36,393        50,124        58,274        52,735
  Total                     1,081,310   (   870,954)  (   296,512)  (   163,241)  (    42,969)
Limited Partners' Net
  Income (Loss) per Unit         6.97   (      6.34)  (      2.42)  (      1.54)  (       .67)
Limited Partners' Cash
  Distributions per Unit        10.07          5.73          9.52          6.46          7.00
Total Assets                4,714,677     5,170,032     6,903,486     8,676,186     9,777,220
Partners' Capital (Deficit)
  Limited Partners          4,773,698     5,217,313     6,944,660     8,651,296     9,796,612
  General Partner         (    59,021)  (    47,281)  (    41,174)  (    21,298)  (    19,392)
Number of Units
  Outstanding                 143,041       143,041       143,041       143,041       143,041

</TABLE>
                                               27
<PAGE>
<PAGE>
ITEM 7.   MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS


     Use of Forward-Looking Statements and Estimates

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

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

     General Discussion

     The following  general discussion  should be read  in conjunction
with the analysis of results of  operations provided below.  The  most
important variable affecting the  Partnerships' revenues is the prices
received for  the sale of  oil and gas.   Predicting future  prices is
very difficult.   Concerning past trends, average yearly  wellhead gas
prices in the United States have been relatively volatile for a number
of years.  For the  past ten years, such prices have generally been in
the  $1.40 to $2.00 per Mcf range, significantly below prices received
in the early 1980s.  Average gas prices in the latter part of 1996 and
January  1997,  however,  were   somewhat  higher  than  those  yearly
averages.   It is not known whether this was  a short-term trend or an
indicator of potentially  higher average gas  prices on a  longer-term
basis.

                                  28
<PAGE>
<PAGE>
     Substantially  all of  the Partnerships'  gas reserves  are being
sold in  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 increased from  approximately $2.00
per  Mcf at  December  31,  1995 to  approximately  $3.57 per  Mcf  at
December 31, 1996.  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.

     Due to global consumption and supply trends over the last several
months, oil prices have  recently been higher than the  yearly average
prices of  the late to  mid-1980s and  early 1990s.   It is not  known
whether  this trend will continue.   Prices for  the Partnerships' oil
increased from approximately $18.50 per barrel at December 31, 1995 to
approximately $23.75 per barrel at December 31, 1996.  

     Future prices for both oil and  gas will likely be different from
(and may be  lower than) the  prices in effect  on December 31,  1996.
Primarily due to heating  season demand, year-end prices in  many past
years  have tended  to  be higher,  and  in some  cases  significantly
higher,  than  the  yearly  average  price  actually  received  by the
Partnerships  for  at least  the following  year.   In  particular, it
should be noted  that December 31, 1996  prices were much higher  than
year-end prices for  the last several  years and substantially  higher
than the average prices  received in each  of the last several  years.
It is  not possible to predict whether the December 1996 pricing level
is  indicative of a new trend toward  higher energy prices or a short-
term  deviation from  the recent  history of  low to  moderate prices;
therefore,  management is unable to predict whether future oil and gas
prices will (i) stabilize, (ii) increase, or (iii) decrease.

     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."  

                                  29
<PAGE>
<PAGE>
     Effective   October  1,   1995   the  Partnerships   adopted  the
requirements of  Statement of Financial Accounting  Standards ("SFAS")
No.  121,  "Accounting for  the Impairment  of  Long Lived  Assets and
Assets  Held  for Disposal,"  which  is  intended  to  establish  more
consistent accounting  standards for  measuring the recoverability  of
long-lived  assets.     SFAS  No.  121   requires  successful  efforts
companies, like  the Partnerships,  to evaluate the  recoverability of
the  carrying costs  of their  Net Profits  Interests for  each field,
rather than for the  Partnerships' Net Profits Interests as a whole as
previously  allowed by  the  SEC.   See Note  1  to the  Partnerships'
financial statements, included in Item  8 of this Annual Report for  a
further description of  this impairment policy.   As a  result of  the
Partnerships' adoption of  SFAS No. 121,  the Partnerships recorded  a
non-cash  charge against  earnings (impairment  provision) during  the
fourth quarter of 1995 as follows:

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

                       P-1         $ 86,264
                       P-2          182,970
                       P-3          377,983
                       P-4          581,036
                       P-5          194,933
                       P-6          478,168

The  P-5 Partnership recorded a  similar charge of  $1,191,000 for the
year  ended  December 31,  1994  pursuant to  the  Partnerships' prior
impairment  policy.  No such  charge was recorded  for any Partnership
during the year ended December 31, 1996 under SFAS No. 121.  

     Subsequent to December  31, 1996,  the oil and  gas industry  has
seen a  drop in oil and  gas prices.  This  drop is a  function of the
cyclical nature  of oil and gas prices  as discussed under the heading
"Competition  and Marketing"  in Item  1 of this  Annual Report.   The
Partnerships' reserves were determined at  December 31, 1996 using oil
and gas prices  of $23.75 per barrel and $3.57  per Mcf, respectively.
As of the date of this  Annual Report, oil and gas prices received  by
the Partnerships have decreased to approximately $19.00 per barrel and
$1.60 per Mcf, respectively (the "Filing Date Prices").  If the Filing
Date Prices,  as opposed  to December  31, 1996 prices,  were used  in
calculating  the standardized  measure of  discounted future  net cash
flows of the Partnerships' proved oil  and gas reserves as of December
31,  1996, as  contained  in Note  4  to the  Partnerships'  financial
statements  included  in  Item 8  of  this  Annual  Report, the  value
assigned to the  Partnerships' oil  and gas reserves  would have  been
significantly lower.   In addition,  using the Filing  Date Prices  to
determine  the  recoverability of  oil  and  gas  reserves would  have
required impairment provisions in the following approximate amounts at
December 31, 1996:


                                  30
<PAGE>
<PAGE>
               Partnership          Amount
               -----------         --------
                  P-1              $114,000
                  P-2               114,000
                  P-3               221,000
                  P-4                85,000
                  P-5               123,000
                  P-6               445,000

If the Filing Date  Prices are in effect on March  31, 1997, the above
impairment provisions will be reflected in the Partnerships' financial
statements as of March 31, 1997.  Impairment provisions do  not impact
the Partnerships' cash flows  from operating activities; however, they
do impact the amount  of General Partner and Limited  Partner capital.
The  risk that  the Partnerships  will be  required to  record further
impairment  provisions  in  the  future,  beyond  those  noted  above,
increases when oil and gas prices are depressed.  Accordingly, the P-4
Partnership  has Net  Profits Interests  in two  fields and  all other
Partnerships have Net Profits Interests in three fields in which it is
reasonably possible that impairment provisions will be recorded in the
near term if gas prices decrease below the Filing Date Prices.


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

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

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

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

     As  set  forth  under  "Results  of  Operations"  above,  the P-1
Partnership recognized  a non-cash charge against  earnings of $86,264
for the year  ended December 31, 1995.   This impairment provision was
necessary  due  to  the unamortized  costs  of  Net Profits  Interests
exceeding  the undiscounted future net revenues  from such Net Profits
Interests, in accordance  with the P-1 Partnership's adoption  of SFAS
No. 121.    No similar  charge  was necessary  during the  year  ended
December 31, 1996.

     General  and administrative expenses remained relatively constant
for the  year ended December  31, 1996 as  compared to the  year ended
December 31, 1995.   As a  percentage of  Net Profits, these  expenses
decreased to 10.9% for the year ended December 31, 1996 from 13.5% for
the  year ended  December  31, 1995.    This percentage  decrease  was
primarily due to the increase in Net Profits discussed above.

     Cumulative cash distributions to the  Limited Partners in the P-1
Partnership through December 31, 1996 totalled $8,777,558  or 81.2% of
Limited Partner capital contributions.

                                  32
<PAGE>
<PAGE>
                 Year Ended December 31, 1995 Compared
                    to Year Ended December 31, 1994
                 -------------------------------------

     Total Net Profits  decreased $154,633 (14.2%) for  the year ended
December 31, 1995 as compared to the year ended December 31, 1994.  Of
this decrease,  approximately $97,000 and $32,000,  respectively, were
related to  decreases in volumes of oil and gas sold and approximately
$131,000 was related to a  decrease in the average price of  gas sold,
partially offset by an increase of approximately $49,000 related to an
increase in the  average price of  oil sold.   Volumes of oil and  gas
sold decreased  6,542 barrels  and 20,186 Mcf,  respectively, for  the
year  ended December 31, 1995  as compared to  the year ended December
31, 1994.  Average gas prices decreased to $1.34 per Mcf for the  year
ended December 31, 1995 from $1.59 per Mcf for the year ended December
31,  1994.  Average oil prices increased  to $16.11 per barrel for the
year ended December 31, 1995 from $14.86 per barrel for the year ended
December 31, 1994.

     Depletion of Net Profits Interests decreased $318,929 (31.4%) for
the  year ended  December  31,  1995 as  compared  to  the year  ended
December 31,  1994  primarily  due to  upward  revisions  of  previous
reserve estimates and  the decrease in equivalent  units of production
sold.

     As  set forth  under  "Results  of  Operations"  above,  the  P-1
Partnership recognized  a non-cash charge against  earnings of $86,264
for  the year ended December 31,  1995.  This impairment provision was
necessary due  to  the  unamortized  costs of  Net  Profits  Interests
exceeding the undiscounted  future net revenues from such  Net Profits
Interests,  in accordance with the  P-1 Partnership's adoption of SFAS
No.  121.   No  similar charge  was necessary  during  the year  ended
December 31, 1994 under the P-1 Partnership's prior impairment policy.

     General and administrative  expenses remained relatively constant
for  the year ended  December 31, 1995  as compared to  the year ended
December 31,  1994.  As  a percentage  of Net Profits,  these expenses
were 13.5% and 11.9%,  respectively, for the years ended  December 31,
1995  and 1994.  This slight  percentage increase was primarily due to
the decrease in Net Profits during the year ended December 31, 1995.  

                                  33
<PAGE>
<PAGE>
                            P-2 Partnership
                            ---------------

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

     Total Net Profits increased  $195,821 (27.4%) for the year  ended
December 31, 1996 as compared to the year ended December 31, 1995.  Of
this  increase, approximately $90,000 and $234,000, respectively, were
related to  increases  in the  average  prices of  oil and  gas  sold,
partially offset  by decreases  of approximately $65,000  and $73,000,
respectively, related to  decreases in  volumes of oil  and gas  sold.
Volumes of oil  and gas sold decreased  3,991 barrels and  53,938 Mcf,
respectively, for the year ended December  31, 1996 as compared to the
year ended December 31, 1995.  Average oil and gas prices increased to
$19.90 per barrel and $1.96 per Mcf, respectively, for  the year ended
December   31,  1996  from  $16.17  per  barrel  and  $1.36  per  Mcf,
respectively, for the year ended December 31, 1995.

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

     As  set  forth  under  "Results of  Operations"  above,  the  P-2
Partnership recognized a non-cash  charge against earnings of $182,970
for the year ended  December 31, 1995.  This impairment  provision was
necessary  due  to the  unamortized  costs  of  Net Profits  Interests
exceeding  the undiscounted future net  revenues from such Net Profits
Interests, in accordance  with the P-2 Partnership's  adoption of SFAS
No.  121.   No  similar charge  was  necessary during  the  year ended
December 31, 1996.

                                  34
<PAGE>
<PAGE>
     General  and administrative expenses remained relatively constant
for the  year ended December  31, 1996 as  compared to the  year ended
December 31,  1995.   As a percentage  of Net Profits,  these expenses
decreased to 11.9% for the year ended December 31, 1996 from 14.7% for
the  year ended  December  31, 1995.    This percentage  decrease  was
primarily due to the increase in Net Profits discussed above.

     Cumulative cash  distributions to the Limited Partners in the P-2
Partnership through December 31, 1996  totalled $6,683,561 or 74.2% of
Limited Partner capital contributions.


                 Year Ended December 31, 1995 Compared
                    to Year Ended December 31, 1994
                 -------------------------------------

     Total  Net Profits  decreased $71,160  (9.0%) for the  year ended
December 31, 1995 as compared to the year ended December 31, 1994.  Of
this decrease,  approximately $73,000 and $138,000, respectively, were
related to decreases  in volumes of oil sold and  the average price of
gas sold,  partially offset  by an increase  of approximately  $61,000
related to a decrease in operating expenses incurred  by the owners of
the  Working  Interests and  increases  of  approximately $42,000  and
$35,000,  respectively, related to  increases in  both volumes  of gas
sold and the average price of oil sold.  Volumes of oil sold decreased
4,894 barrels  and volumes of  gas sold  increased 25,330 Mcf  for the
year ended December  31, 1995 as compared  to the year ended  December
31,  1994.  The decrease  in volumes of oil  sold was primarily due to
(i)  the sale of  a significant Net  Profits Interest during  the year
ended December 31, 1995,  (ii) adjustments made by purchasers  in 1994
related  to oil  sold in  prior periods  on several  wells,  and (iii)
normal  declines in production on  several wells.   Average gas prices
decreased to $1.36 per Mcf  for the year ended December 31,  1995 from
$1.67  per Mcf   for the  year ended December  31, 1994.   Average oil
prices  increased to $16.17 per barrel for the year ended December 31,
1995 from $14.93 per barrel for the year ended December 31, 1994.
 
     Depletion of Net Profits Interests decreased $144,769 (19.3%) for
the  year ended  December  31, 1995  as  compared  to the  year  ended
December 31,  1994  primarily  due to  upward  revisions  of  previous
reserve estimates.

                                  35
<PAGE>
<PAGE>
     As  set  forth  under  "Results  of Operations"  above,  the  P-2
Partnership recognized a non-cash  charge against earnings of $182,970
for the year ended December 31,  1995.  This impairment provision  was
necessary due  to  the  unamortized costs  of  Net  Profits  Interests
exceeding the undiscounted  future net revenues from  such Net Profits
Interests, in accordance with the  P-2 Partnership's adoption of  SFAS
No. 121.    No similar  charge  was necessary  during  the year  ended
December 31, 1994 under the P-2 Partnership's prior impairment policy.

     General  and administrative expenses remained relatively constant
for the  year ended December  31, 1995 as  compared to the  year ended
December 31, 1994.   As a  percentage of Net  Profits, these  expenses
were 14.7% and 13.8%,  respectively, for the years ended  December 31,
1995 and 1994.  


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

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

     Total Net Profits increased $379,207  (28.6%) for the year  ended
December 31, 1996 as compared to the year ended December 31, 1995.  Of
this increase, approximately $166,000 and $435,000, respectively, were
related  to increases in  the average prices  of oil and  gas sold and
approximately $36,000 was related to a decrease in production expenses
incurred by the owners  of the Working Interests, partially  offset by
decreases  of  approximately  $121,000  and   $141,000,  respectively,
related to decreases in  volumes of oil and gas sold.   Volumes of oil
and gas  sold decreased 7,467  barrels and 103,370  Mcf, respectively,
for  the year ended  December 31, 1996  as compared to  the year ended
December  31, 1995.  The decrease in lease operating expenses resulted
primarily from the decreases in volumes of oil and gas sold during the
year ended December  31, 1996 as compared  to the year  ended December
31,  1995,  partially  offset  by  an  increase  in  production  taxes
associated  with the increase in Net Profits discussed above.  Average
oil and gas prices increased  to $19.90 per barrel and $1.95  per Mcf,
respectively, for the  year ended  December 31, 1996  from $16.17  per
barrel and $1.36 per Mcf,  respectively,  for the year  ended December
31, 1995.  

                                  36
<PAGE>
<PAGE>
     Depletion of Net Profits Interests decreased $626,740 (54.6%) for
the year  ended  December  31, 1996  as  compared to  the  year  ended
December 31,  1995.  This decrease was primarily due to (i) a decrease
in capitalized costs  due to an impairment provision recognized during
the fourth quarter of 1995, (ii) upward  revisions in the estimates of
remaining oil  and gas reserves  at December 31,  1996, and  (iii) the
decrease  in equivalent units of production sold during the year ended
December 31, 1996 as compared to the year ended December 31, 1995.  As
a  percentage of Net Profits, this expense  decreased to 30.5% for the
year ended  December 31, 1996 from  86.5% for the year  ended December
31, 1995.   This decrease was primarily due to  the dollar decrease in
depletion of Net  Profits Interests discussed above and  the increases
in the  average prices  of  oil and  gas sold  during  the year  ended
December 31, 1996 as compared to the year ended December 31, 1996.  

     As  set  forth  under  "Results  of  Operations"  above,  the P-3
Partnership recognized a non-cash  charge against earnings of $377,983
for the year  ended December 31, 1995.   This impairment provision was
necessary  due  to  the unamortized  costs  of  Net Profits  Interests
exceeding  the undiscounted future net revenues  from such Net Profits
Interests, in accordance  with the P-3 Partnership's adoption  of SFAS
No. 121.    No similar  charge  was necessary  during the  year  ended
December 31, 1996.

     General  and administrative expenses remained relatively constant
for the  year ended December  31, 1996 as  compared to the  year ended
December 31, 1995.   As a  percentage of  Net Profits, these  expenses
decreased to 12.0% for the year ended December 31, 1996 from 15.0% for
the  year ended  December  31, 1995.    This percentage  decrease  was
primarily due to the increase in Net Profits discussed above.

     Cumulative cash distributions to the  Limited Partners in the P-3
Partnership through December 31, 1996 totalled $11,960,401 or 70.5% of
Limited Partner capital contributions.

                                  37
<PAGE>
<PAGE>
                 Year Ended December 31, 1995 Compared
                    to Year Ended December 31, 1994
                 -------------------------------------

     Total Net  Profits decreased $145,355  (9.9%) for the  year ended
December 31, 1995 as compared to the year ended December 31, 1994.  Of
this  decrease, approximately  $136,000 was related  to a  decrease in
volumes  of oil  sold  and approximately  $261,000  was related  to  a
decrease in  the average  price of  gas sold,  partially offset by  an
increase of approximately $107,000 related to a decrease in production
expenses incurred by the owners of the Working Interests and increases
of  approximately   $84,000  and  $64,000,  respectively,  related  to
increases  in the  volumes of gas  sold and  the average  price of oil
sold.  Volumes of oil sold  decreased 9,100 barrels and volumes of gas
sold increased  50,491 Mcf  for the  year ended  December 31,  1995 as
compared to the year ended December 31, 1994.  The decrease in volumes
of oil sold was  primarily due to  (i) the sale  of a significant  Net
Profits  Interest  during  the  year ended  December  31,  1995,  (ii)
adjustments made  by purchasers in 1994  related to oil  sold in prior
periods on several wells,  and (iii) normal declines in  production on
several wells.   Average gas prices decreased to $1.36 per Mcf for the
year  ended December 31, 1995  from $1.67 per Mcf   for the year ended
December 31, 1994.  Average oil prices increased to $16.17  per barrel
for the  year ended December 31,  1995 from $14.94 per  barrel for the
year ended December 31, 1994.

     Depletion of Net Profits Interests decreased $246,202 (17.7%) for
the  year ended  December  31, 1995  as  compared  to the  year  ended
December 31,  1994  primarily  due  to upward  revisions  of  previous
reserve estimates.

     As  set  forth  under  "Results of  Operations"  above,  the  P-3
Partnership recognized a non-cash  charge against earnings of $377,983
for the  year ended December 31, 1995.   This impairment provision was
necessary  due  to  the unamortized  costs  of  Net  Profits Interests
exceeding the undiscounted  future net revenues from  such Net Profits
Interests, in accordance with  the P-3 Partnership's adoption  of SFAS
No.  121.   No  similar  charge was  necessary during  the  year ended
December 31, 1994 under the P-3 Partnership's prior impairment policy.

     General and administrative  expenses remained relatively constant
for  the year ended  December 31, 1995  as compared to  the year ended
December 31,  1994.  As  a percentage  of Net Profits,  these expenses
were 15.0% and 13.8%,  respectively, for the years ended  December 31,
1995 and 1994.  

                                  38
<PAGE>
<PAGE>
                            P-4 Partnership
                            ---------------

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

     Total Net  Profits increased $122,482  (9.8%) for the  year ended
December 31, 1996 as compared to the year ended December 31, 1995.  Of
this  increase, approximately $75,000 and $404,000, respectively, were
related to  increases in the  average prices of  oil and gas  sold and
approximately  $118,000  was  related  to  a  decrease  in  production
expenses attributable  to the  Working Interests, partially  offset by
decreases  of  approximately   $103,000  and  $375,000,  respectively,
related to  decreases in volumes of oil and  gas sold.  Volumes of oil
and  gas sold  decreased 5,898 barrels and 254,801  Mcf, respectively,
for the  year ended December  31, 1996 as  compared to the  year ended
December 31,  1995.  The decrease in volumes of oil sold was primarily
due to normal declines in production due to diminished oil reserves on
several wells.  The decrease in  volumes of gas sold was primarily due
to (i) the sale of  several gas producing wells during the  year ended
December 31, 1996, (ii)  the normal declines in production  on several
wells  due  to diminished  gas reserves,  and  (iii) a  positive prior
period  volume adjustment made by the purchaser on one well during the
year ended December  31, 1995.   The decrease  in production  expenses
resulted primarily from  the decreases in volumes of oil  and gas sold
during the  year ended December 31, 1996 as compared to the year ended
December 31, 1995.  Average oil and gas prices increased to $20.79 per
barrel  and $2.11 per Mcf,  respectively, for the  year ended December
31, 1996 from $17.51 per  barrel and $1.47 per Mcf,  respectively, for
the year ended December 31, 1995.

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

                                  39
<PAGE>
<PAGE>
     As  set  forth  under  "Results  of Operations"  above,  the  P-4
Partnership recognized a non-cash  charge against earnings of $581,036
for the year ended December 31,  1995.  This impairment provision  was
necessary due  to  the  unamortized costs  of  Net  Profits  Interests
exceeding the undiscounted  future net revenues from  such Net Profits
Interests, in accordance with the  P-4 Partnership's adoption of  SFAS
No. 121.    No similar  charge  was necessary  during  the year  ended
December 31, 1996 under SFAS No. 121.    

     General  and administrative expenses remained relatively constant
for the  year ended December  31, 1996 as  compared to the  year ended
December 31, 1995.   As a  percentage of Net  Profits, these  expenses
remained  relatively constant at 11.2% for the year ended December 31,
1996 as compared to 11.8% for the year ended December 31, 1995.  

     Cumulative cash distributions to the Limited Partners in the  P-4
Partnership through  December 31, 1996 totalled $9,910,945 or 78.5% of
Limited Partner capital contributions.


                 Year Ended December 31, 1995 Compared
                    to Year Ended December 31, 1994
                 -------------------------------------

     Total Net  Profits decreased $528,153 (29.7%) for  the year ended
December 31, 1995 as compared to the year ended December 31, 1994.  Of
this  decrease, approximately $92,000  and $57,000, respectively, were
related to decreases in volumes of oil and gas  sold and approximately
$443,000 was related  to a decrease in the average  price of gas sold.
Volumes of  oil and gas sold  decreased 5,693 barrels  and 28,710 Mcf,
respectively, for the year  ended December 31, 1995 as compared to the
year ended December 31, 1994.  The decrease in volumes of oil sold was
primarily   due  to  (i)  normal  declines  in  production  on  a  few
significant wells during  the year  ended December 31,  1995 and  (ii)
decreased production on a  few other wells due to  salt water disposal
difficulties.  Average gas prices decreased  to $1.47 per Mcf for  the
year ended December  31, 1995 from  $1.97 per Mcf  for the year  ended
December 31, 1994.  Average oil prices  increased to $17.51 per barrel
for the  year ended December 31,  1995 from $16.10 per  barrel for the
year ended December 31, 1994.

     Depletion of Net Profits Interests decreased $740,951 (42.8%) for
the  year ended  December  31,  1995 as  compared  to  the year  ended
December 31, 1994. This decrease was primarily due to upward revisions
of  previous reserve estimates and the decrease in equivalent units of
production sold.

                                  40
<PAGE>
<PAGE>
     As  set  forth  under  "Results  of Operations"  above,  the  P-4
Partnership recognized a non-cash  charge against earnings of $581,036
for the year ended December 31,  1995.  This impairment provision  was
necessary due  to  the  unamortized costs  of  Net  Profits  Interests
exceeding the undiscounted  future net revenues from  such Net Profits
Interests, in accordance with the  P-4 Partnership's adoption of  SFAS
No. 121.    No similar  charge  was necessary  during  the year  ended
December 31, 1994 under the P-4 Partnership's prior impairment policy.

     General  and administrative expenses remained relatively constant
for the  year ended December  31, 1995 as  compared to the  year ended
December 31, 1994.   As a  percentage of Net  Profits, these  expenses
increased to 11.8% for the year ended December 31, 1995  from 8.5% for
the  year ended  December  31, 1994.    This percentage  increase  was
primarily due  to the decrease  in Net  Profits during the  year ended
December 31, 1995.  


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

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

     Total Net Profits increased  $173,674 (18.5%) for the year  ended
December 31,  1996 as compared to the year ended December 31, 1995. Of
this increase, approximately $30,000  and $383,000, respectively, were
related to  increases  in the  average  prices of  oil  and gas  sold,
partially offset  by decreases of approximately  $212,000 and $19,000,
respectively, related  to a  decrease in  volumes of  gas sold and  an
increase  in  production  taxes paid  by  the  owners  of the  Working
Interests.   Volumes  of oil  and gas  sold decreased  85 barrels  and
156,865 Mcf, respectively,  for the  year ended December  31, 1996  as
compared to  the year ended  December 31, 1995.   The decrease  in the
volumes  of   gas sold  was primarily  due to  (i) normal  declines in
production  on several wells due  to diminished gas  reserves and (ii)
positive  prior period volume adjustments made by the purchaser on two
wells during  the year ended December  31, 1995.  Average  oil and gas
prices increased to $19.95 per barrel and $1.96 per Mcf, respectively,
for the year ended December 31,  1996 from $17.14 per barrel and $1.35
per Mcf, respectively, for the year ended December 31, 1995.

                                  41
<PAGE>
<PAGE>
     Depletion of Net Profits Interests decreased $416,821 (53.0%) for
the year  ended  December  31, 1996  as  compared to  the  year  ended
December 31,  1995.  This decrease was primarily due to (i) a decrease
in capitalized costs  due to an impairment provision recognized during
the fourth quarter of 1995, (ii) upward  revisions in the estimates of
remaining oil  and gas reserves  at December 31,  1996, and  (iii) the
decrease  in equivalent units of production sold during the year ended
December 31, 1996 as compared to the year ended December 31, 1995.  As
a  percentage of Net Profits, this expense  decreased to 33.2% for the
year ended  December 31, 1996 from  83.7% for the year  ended December
31, 1995.   This decrease was primarily due to  the dollar decrease in
depletion of Net  Profits Interests discussed above and  the increases
in the  average prices  of  oil and  gas sold  during  the year  ended
December 31, 1996 as compared to the year ended December 31, 1995.  

     As  set  forth  under  "Results  of  Operations"  above,  the P-5
Partnership recognized a non-cash  charge against earnings of $194,933
for the year  ended December 31, 1995.   This impairment provision was
necessary  due  to  the unamortized  costs  of  Net Profits  Interests
exceeding  the undiscounted future net revenues  from such Net Profits
Interests, in accordance  with the P-5 Partnership's adoption  of SFAS
No. 121.    No similar  charge  was necessary  during the  year  ended
December 31, 1996.

     General  and administrative expenses remained relatively constant
for the  year ended December  31, 1996 as  compared to the  year ended
December 31, 1995.   As a  percentage of  Net Profits, these  expenses
decreased to 12.8% for the year ended December 31, 1996 from 14.8% for
the  year ended  December  31, 1995.    This percentage  decrease  was
primarily due to the increase in Net Profits discussed above.

     Cumulative cash distributions to the  Limited Partners in the P-5
Partnership through December 31, 1996 totalled $5,353,759  or 45.2% of
Limited Partner capital contributions.

                                  42
<PAGE>
<PAGE>
                 Year Ended December 31, 1995 Compared
                    to Year Ended December 31, 1994
                 -------------------------------------

     Total Net Profits  decreased $242,013 (20.5%) for  the year ended
December 31, 1995 as compared to the year ended December 31, 1994.  Of
this decrease, approximately $182,000 and $165,000, respectively, were
related to  decreases in the volumes  and average prices  of gas sold,
partially  offset by an increase of approximately $62,000 related to a
decrease  in production expenses incurred by the owners of the Working
Interests  and an  increase  of approximately  $24,000  related to  an
increase in  volumes of oil sold.  Volumes of oil sold increased 1,529
barrels and  volumes of gas  sold decreased 116,941  Mcf for the  year
ended December  31, 1995  as compared to  the year ended  December 31,
1994.   Average gas prices  decreased to  $1.35 per Mcf  for the  year
ended  December  31, 1995  from  $1.56 per  Mcf   for  the  year ended
December 31, 1994.  Average oil prices increased to  $17.14 per barrel
for the  year ended December 31,  1995 from $15.60 per  barrel for the
year ended December 31, 1994.

     Depletion of Net Profits Interests decreased $859,473 (52.2%) for
the year  ended  December 31,  1995  as  compared to  the  year  ended
December  31, 1994.    This  decrease  was primarily  due  to  (i)  an
impairment provision recorded in 1994 which significantly depleted the
Net  Profits Interests  subject  to  depletion  in 1995,  (ii)  upward
revisions and  extensions of previous reserve estimates, and (iii) the
decrease in equivalent units of production sold.

     As  set  forth  under  "Results  of  Operations"  above, the  P-5
Partnership recognized a non-cash  charge against earnings of $194,933
for  the year ended December 31, 1995.   This impairment provision was
necessary  due  to the  unamortized  costs  of Net  Profits  Interests
exceeding the undiscounted future net  revenues from such Net  Profits
Interests, in  accordance with the P-5 Partnership's  adoption of SFAS
No. 121.   A similar charge of $1,191,000 was  recognized for the year
ended  December  31, 1994  pursuant  to  the P-5  Partnership's  prior
impairment policy due to a decline in gas prices.

     General and administrative expenses remained  relatively constant
for the year  ended December 31,  1995 as compared  to the year  ended
December  31, 1994.   As a  percentage of Net  Profits, these expenses
increased to 14.8% for the year ended December 31, 1995 from 12.0% for
the  year ended  December  31, 1994.    This percentage  increase  was
primarily  due to the  decrease in Net  Profits during  the year ended
December 31, 1995.  

                                  43
<PAGE>
<PAGE>
                            P-6 Partnership
                            ---------------

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

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

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

                                  44
<PAGE>
<PAGE>
     As  set  forth  under  "Results  of Operations"  above,  the  P-6
Partnership recognized a non-cash  charge against earnings of $478,168
for the year ended December 31,  1995.  This impairment provision  was
necessary due  to  the  unamortized costs  of  Net  Profits  Interests
exceeding the undiscounted  future net revenues from  such Net Profits
Interests, in accordance with the  P-6 Partnership's adoption of  SFAS
No. 121.    No similar  charge  was necessary  during  the year  ended
December 31, 1996.

     General  and administrative expenses remained relatively constant
for the  year ended December  31, 1996 as  compared to the  year ended
December 31, 1995.   As a  percentage of Net  Profits, these  expenses
decreased to 8.6% for the year ended December 31, 1996  from 13.5% for
the  year ended  December  31, 1995.    This percentage  decrease  was
primarily due to the increase in Net Profits discussed above.

     Cumulative cash  distributions to the Limited Partners in the P-6
Partnership through December 31, 1996  totalled $6,785,248 or 47.4% of
Limited Partner capital contributions.


                 Year Ended December 31, 1995 Compared
                    to Year Ended December 31, 1994
                 -------------------------------------

     Total Net Profits decreased  $203,136 (13.7%) for the year  ended
December 31, 1995 as compared to the year ended December 31, 1994.  Of
this decrease, approximately $180,000 and $207,000, respectively, were
related  to decreases in  the volumes and  average price of  gas sold,
partially offset by an increase of approximately $174,000 related to a
decrease  in operating expenses incurred  by the owner  of the Working
Interests  and an  increase  of approximately  $20,000  related to  an
increase in  the average price of  oil sold.   Volumes of oil  and gas
sold decreased 562 barrels and 122,288 Mcf, respectively, for the year
ended December  31, 1995 as  compared to the  year ended December  31,
1994. Average gas prices decreased to $1.32 per Mcf for the year ended
December 31, 1995 from $1.47 per Mcf  for the year  ended December 31,
1994.  Average oil prices increased  to $16.65 per barrel for the year
ended December  31, 1995 from  $15.63 per  barrel for  the year  ended
December 31, 1994.

     Depletion of Net Profits  Interests decreased $103,414 (6.4%) for
the  year ended  December  31,  1995 as  compared  to  the year  ended
December 31, 1994 primarily due to the decrease in equivalent units of
production sold,  partially offset  by downward revisions  of previous
reserve estimates.

                                  45
<PAGE>
<PAGE>
     As  set  forth  under  "Results  of Operations"  above,  the  P-6
Partnership recognized a non-cash  charge against earnings of $478,168
for the year ended December 31,  1995.  This impairment provision  was
necessary due  to  the  unamortized costs  of  Net  Profits  Interests
exceeding the undiscounted  future net revenues from  such Net Profits
Interests, in accordance with the  P-6 Partnership's adoption of  SFAS
No. 121.    No similar  charge  was necessary  during  the year  ended
December 31, 1994 under the P-6 Partnership's prior impairment policy.

     General  and administrative expenses remained relatively constant
for the  year ended December  31, 1995 as  compared to the  year ended
December 31, 1994.   As a  percentage of Net  Profits, these  expenses
were 13.5% and 11.6%,  respectively, for the years ended  December 31,
1995 and 1994.  


     Average Proceeds and Units of Production

     The following is a  comparison 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, 1996, 1995, and 1994.   These factors comprise the
change in oil and  gas sales discussed in the  "Results of Operations"
section above.

                                  46
<PAGE>
<PAGE>
                         1996 Compared to 1995
                         ---------------------

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

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

                         1995 Compared to 1994
                         ---------------------

                 Equivalent Units            Average Proceeds
                   of Production            per Equivalent Unit
            --------------------------    ----------------------
  P/ship     1995     1994    % Change     1995   1994  % Change
  ------    -------  -------  --------    -----  -----  --------

   P-1      126,422  136,328    ( 7%)     $7.40  $7.99    ( 7%)
   P-2      102,038  102,710    ( 1%)      7.01   7.66    ( 8%)
   P-3      192,125  192,810      -        6.91   7.64    (10%)
   P-4      176,454  186,932    ( 6%)      7.09   9.52    (26%)
   P-5      141,653  159,614    (11%)      6.63   7.40    (10%)
   P-6      249,170  270,113    ( 8%)      5.15   5.51    ( 7%)


     Liquidity and Capital Resources

     Net proceeds from operations less necessary operating capital are
distributed to the  Limited Partners on a quarterly basis.   See "Item
5. Market for  Units and Related  Limited Partner  Matters."  The  net
proceeds  from  the  Net  Profits  Interests  are  not  reinvested  in
productive  assets.   Assuming production  levels for  the  year ended
December  31, 1996,  the  Partnerships' proved  reserve quantities  at
December 31, 1996 would have the following lives:

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

                  P-1          5.8           7.4
                  P-2          6.3           7.7
                  P-3          6.3           7.7
                  P-4          5.0           3.3
                  P-5          5.2           4.8
                  P-6          4.7           6.6

                                  47
<PAGE>
<PAGE>
     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.   Cash  for operational
purposes  will  be  provided by  revenues  from  current  oil and  gas
production.

     The Samson Companies are  currently in the process of  evaluating
certain oil and  gas properties  owned by the  Partnerships and  other
entities of the Samson Companies.  As a result of  such evaluation, it
is  expected that certain  of these properties  will be  placed in bid
packages and offered  for sale during the  first half of 1997.   It is
likely  that the Partnerships will have a Net Profits Interest in some
of  the properties  being sold.   It  is currently estimated  that the
value of such sales, as  a percentage of total proved reserves  of any
Partnership, will range from 1% to 20%.

     The decision to  accept any offer for the  purchase of a property
in which one or more Partnerships have a Net Profits  Interest will be
made  by the  General Partner  after giving  due consideration  to the
offer  price and the General Partner's estimate of both the property's
remaining proved reserves  and future operating  costs.  Net  proceeds
from  the  sale of  any  such properties  will  be distributed  to the
Partnerships  and  will  be  included   in  the  calculation  of   the
Partnerships' cash distributions for the quarter immediately following
the Partnerships' receipt of the proceeds.

     Following completion  of any sale, the  Partnerships' quantity of
proved  reserves  will  be reduced.    It is  also  possible  that the
Partnerships' repurchase  values and  future cash  distributions could
decline as a result  of a reduction of the Partnerships' reserve base.
On  the other  hand,  the  General  Partner  believes  there  will  be
beneficial   operating  efficiencies  related   to  the  Partnerships'
remaining properties.    This is  primarily due to  the fact that  the
properties  being considered for sale are more likely to bear a higher
ratio  of  operating  expenses  as   compared  to  reserves  than  the
properties not  being considered  for sale.   The  net effect  of such
property sales is  difficult to predict as of the  date of this Annual
Report.
                                  48
<PAGE>
<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  through acquisitions  of  Net Profits  Interests in  other
producing  properties and drilling.   If the Partnerships  sell any of
their  Net Profits  Interests  as discussed  above, the  Partnerships'
quantity of proved reserves will be reduced; therefore, it is possible
that  the Partnerships' future  cash distributions could  decline as a
result of a reduction of the Partnerships' reserve base.

     Inflation and Changing Prices

     Prices  obtained for oil and gas  production depend upon numerous
factors,  including the  extent  of domestic  and foreign  production,
foreign  imports of oil, market  demand, domestic and foreign economic
conditions in general, and governmental regulations and tax laws.  The
general  level of  inflation in  the economy did  not have  a material
effect on the  operations of the  Partnerships in 1996.   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."


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.  

                                  49
<PAGE>
<PAGE>
                               PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER

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

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

     Dennis R. Neill    45  President and Director

     Judy K. Fox        46  Secretary

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

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

     Judy K.  Fox joined the  Samson Companies  in 1990 and  was named
Secretary of  Geodyne on June 30,  1996.  Prior to  joining the Samson
Companies,  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,  Geodyne
Depositary Company, Geodyne Institutional Depositary  Company, Geodyne
Nominee   Corporation,   Samson  Hydrocarbons   Company,   and  Samson
Properties Incorporated.

                                  50
<PAGE>
<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 for the years ended
December 31, 1996, 1995, and 1994 is set forth in the table below.

           Partnership      1996      1995      1994
           -----------    --------  --------  --------

               P-1        $113,760  $113,760  $113,762
               P-2          94,836    94,836    94,836
               P-3         178,560   178,560   178,565
               P-4         132,960   132,960   132,954
               P-5         124,680   124,680   124,683
               P-6         150,564   150,564   150,569

     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 for the years ended December 31, 1996, 1995, and 1994:

                                  51
<PAGE>
<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)     1994     -         -       -         -            -          -         -
                  1995     -         -       -         -            -          -         -
                  1996     -         -       -         -            -          -         -
Dennis R. Neill,
President(2)(3)   1996     -         -       -         -            -          -         -

All Executive
Officers, 
Directors,
and Employees
as a group(4)     1994   $60,294     -       -         -            -          -         -
                  1995   $62,113     -       -         -            -          -         -
                  1996   $66,550     -       -         -            -          -         -
----------
(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>

                                               52
<PAGE>
<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)     1994     -         -       -         -            -          -         -
                  1995     -         -       -         -            -          -         -
                  1996     -         -       -         -            -          -         -
Dennis R. Neill,
President(2)(3)   1996     -         -       -         -            -          -         -

All Executive
Officers, 
Directors,
and Employees
as a group(4)     1994   $50,263     -       -         -            -          -         -
                  1995   $51,780     -       -         -            -          -         -
                  1996   $55,479     -       -         -            -          -         -
----------
(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>

                                               53
<PAGE>
<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)     1994     -         -       -         -            -          -         -
                  1995     -         -       -         -            -          -         -
                  1996     -         -       -         -            -          -         -
Dennis R. Neill,
President(2)(3)   1996     -         -       -         -            -          -         -

All Executive
Officers, 
Directors,
and Employees
as a group(4)     1994   $ 94,639    -       -         -            -          -         -
                  1995   $ 97,494    -       -         -            -          -         -
                  1996   $104,458    -       -         -            -          -         -
----------
(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>
                                               54
<PAGE>
<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)     1994     -         -       -         -            -          -         -
                  1995     -         -       -         -            -          -         -
                  1996     -         -       -         -            -          -         -
Dennis R. Neill,
President(2)(3)   1996     -         -       -         -            -          -         -

All Executive
Officers, 
Directors,
and Employees
as a group(4)     1994   $70,466     -       -         -            -          -         -
                  1995   $72,596     -       -         -            -          -         -
                  1996   $77,782     -       -         -            -          -         -
----------
(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>
                                               55
<PAGE>
<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)     1994     -         -       -         -            -          -         -
                  1995     -         -       -         -            -          -         -
                  1996     -         -       -         -            -          -         -
Dennis R. Neill,
President(2)(3)   1996     -         -       -         -            -          -         -

All Executive
Officers, 
Directors,
and Employees
as a group(4)     1994   $66,082     -       -         -            -          -         -
                  1995   $68,075     -       -         -            -          -         -
                  1996   $72,938     -       -         -            -          -         -
----------
(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>
                                               56
<PAGE>
<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)     1994     -         -       -         -            -          -         -
                  1995     -         -       -         -            -          -         -
                  1996     -         -       -         -            -          -         -
Dennis R. Neill,
President(2)(3)   1996     -         -       -         -            -          -         -

All Executive
Officers, 
Directors,
and Employees
as a group(4)     1994   $79,802     -       -         -            -          -         -
                  1995   $82,208     -       -         -            -          -         -
                  1996   $88,080     -       -         -            -          -         -
----------
(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>
                                               57
<PAGE>
<PAGE>
     During  1994 and 1995 El  Paso, an affiliate  of the Partnerships
until December 6, 1995, purchased a portion of the gas attributable to
the  Partnerships' Net Profits  Interests at market  prices and resold
such gas directly to end-users and local distribution companies.  

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

     In  addition  to  the  compensation/reimbursements  noted  above,
during the three years  ended December 31, 1996, the  Samson Companies
were in the  business of  supplying field and  drilling equipment  and
services  to  affiliated and  unaffiliated  parties  in the  industry.
These  companies may have provided equipment and services for wells in
which the Partnerships have  a Net Profits Interest.   These equipment
and services  were provided at prices  or rates equal to  or less than
those  normally charged in the  same or comparable  geographic area by
unaffiliated persons or companies dealing at arm's length.


ITEM 12.  SECURITY   OWNERSHIP  OF   CERTAIN  BENEFICIAL   OWNERS  AND
          MANAGEMENT

     The  following table  provides information  as to  the beneficial
ownership of  the Units as of February 28, 1997 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.

                                  58
<PAGE>
<PAGE>
                                                Number of Units
                                                 Beneficially
                                                Owned (Percent
               Beneficial Owner                 of Outstanding)
--------------------------------------------    ---------------

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

  Samson Resources Company                      12,278  (11.4%)

  All affiliates, directors, and officers of
    the General Partner as a group and the
    General Partner (4 persons)                 12,278  (11.4%)


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

  Samson Resources Company                       6,985  ( 7.8%)

  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)              6,985  ( 7.8%)


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

  Samson Resources Company                      38,972  (23.0%)

  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)             38,972  (23.0%)


                                  59
<PAGE>
<PAGE>
P-4 Partnership:
---------------

  Samson Resources Company                       9,147  ( 7.2%)

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

  All affiliates, directors, and officers
    of the General Partner as a group and
    the General Partner (4 persons)              9,147  ( 7.2%)


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

  Samson Resources Company                      13,400  (11.3%)

  All affiliates, directors, and officers
    of the General Partner as a group and
    the General Partner (4 persons)             13,400  (11.3%)


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

  Samson Resources Company                      10,768  ( 7.5%)

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

  All affiliates, directors, and officers
    of the General Partner as a group and
    the General Partner (4 persons)             10,768  ( 7.5%)

                                  60
<PAGE>
<PAGE>
     Section 16(a) Beneficial Ownership Reporting Compliance

     On February 1, 1996 the Board  of Trustees for the Policemen  and
Firemen  Retirement System  of the  City of  Detroit  (the "Retirement
System") conveyed 54,887 (38.4%)  of the Units of the  P-6 Partnership
to  ATL, Inc.   As  of  the date  of this  Annual Report,  the General
Partner has received no Report under Section 16 of the Securities  and
Exchange Act  of 1934  (the "Act")  from the Retirement  System.   The
General Partner believes that  the Retirement System's transaction was
not  timely reported  under Section 16  of the  Act.   In addition, on
March  11, 1996,  the  General Partner  received  ATL, Inc.'s  Initial
Statement of Beneficial  Ownership of Securities  on Form 3 by  way of
cover  letter dated March 8, 1996.  The General Partner believes ATL's
transaction was not timely reported under Section 16 of the Act.  

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


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. 
                                  61
<PAGE>
<PAGE>
     The General Partner does not devote all of its time, efforts, and
personnel  exclusively   to  the   Partnerships.     Furthermore,  the
Partnerships  do not  have  any employees,  but  instead rely  on  the
personnel of the Samson Companies.  The Partnerships thus compete with
the Samson Companies (including other  currently sponsored oil and gas
partnerships)  for  the time  and resources  of  such personnel.   The
Samson Companies devote such  time and personnel to the  management of
the Partnerships as are indicated by the circumstances and as are con-
sistent with the General Partner's fiduciary duties.

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

     As a result of Samson Investment Company's ("Samson") acquisition
of the  General Partner and  its affiliates, Samson,  PaineWebber, and
the  General Partner  and certain  of its  affiliates entered  into an
advisory  agreement  which  relates  primarily  to  the  Partnerships.
PaineWebber served as the  dealer manager of the original  offering of
Units.   The Advisory Agreement  will expire  on March 3,  1998.   The
Advisory Agreement  provides that: (i) Samson and  the General Partner
will  comply,   and  will  cause  the  Partnerships  to  comply,  with
provisions of the Partnership Agreements (including  all restrictions,
prohibitions,  and  other  provisions of  such  agreements  concerning
transactions in  which  Samson  or  its affiliates  purchase  or  sell
properties from or to, or render services to, the Partnerships and the
terms  of such agreements relating to farmouts  of oil and gas proper-
ties), and  Samson will cause the  General Partner to comply  with all
applicable fiduciary duties; (ii) Samson will review periodically with
PaineWebber  on  a  retrospective  basis the  general  operations  and
performance  of  the  Partnerships  and  the  terms  of  any  material
transaction by a Partnership,  including any transaction that involves
participation by the  Samson Companies; and  (iii) Samson will  review
with PaineWebber on a prospective basis, and will allow PaineWebber to
advise Samson  and to  comment on, (A)  any General  Partner-initiated
amendment  to a  Partnership Agreement  which requires  a vote  of the
Limited Partners and (B) any proposal initiated by the General Partner
or  any of its affiliates that would involve a reorganization, merger,
or consolidation of a Partnership, a  sale of all or substantially all
of the assets of a Partnership (including a roll-up or corporate stock
exchange), the  liquidation or  dissolution of  a Partnership,  or the
exchange  of  cash,  securities,  or  other  assets  for  all  or  any
outstanding Units.

                                  62
<PAGE>
<PAGE>
     In addition, the Advisory Agreement provides, among other things,
that: (i) Samson will cause the General Partner to offer to repurchase
Units  at  a  price  to  be  calculated  in  accordance  with  certain
guidelines and to be paid in cash or a combination of cash and certain
securities, all subject to  certain limitations and restrictions; (ii)
Samson will  provide PaineWebber  certain information relating  to the
Partnerships and the  Limited Partners; (iii)  Samson and the  General
partner  will maintain  an "800"  investor services  telephone number;
(iv) Samson and  the General  Partner will take  certain actions  with
respect  to  oil  and  gas  properties  held  by  nominees,  insurance
maintained by the Partnerships, approval as to transfers  of interests
in  the  Partnerships,  and   the  selection  of  independent  reserve
engineers; (v) Samson and the General Partner acknowledge the standing
of PaineWebber  to institute actions, subject  to certain limitations,
in connection with  the Advisory  Agreement on behalf  of the  Limited
Partners; and  (vi) if  Samson  proposes a  consolidation, merger,  or
exchange offer involving any limited partnership managed by Samson, it
will propose to include all of the Partnerships in such transaction or
provide  a statement to PaineWebber as to  the reasons why some or all
of the Partnerships are not included in such transaction.

     Pursuant  to  the Advisory  Agreement,  the  General Partner  has
agreed to  reimburse PaineWebber for all  reasonable expenses incurred
by  it in  connection with  the matters  contemplated by  the Advisory
Agreement, and Samson has agreed to indemnify PaineWebber and  certain
related parties  from certain liabilities incurred  in connection with
the Advisory Agreement.

     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  or royalty  interests.   Because affiliates  of the
Partnerships  who  provide  services  to  the  owners of  the  working
interests underlying  the  Partnerships' Net  Profits  Interests  have
fiduciary  or other duties to  other members of  the Samson Companies,
contract amendments and  negotiating positions taken by  them in their
effort  to  enforce  contracts  with purchasers  may  not  necessarily
represent  the positions  that  the owners  of such  working interests
would  take if  they were  to administer  their own  contracts without
involvement with other members of the Samson Companies.  On the  other
hand,  management   believes   that  the   negotiating  strength   and
contractual  positions of the  owners of  such working  interests have
been  enhanced  by  virtue  of  their  affiliation  with  the   Samson
Companies.   For  a description  of certain  of the  relationships and
related transactions see "Item 11.  Executive Compensation."

                                  63
<PAGE>
<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, 1996 and 1995  and for each  of the
               three years in the  period ended December 31, 1996  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.

                                  64
<PAGE>
<PAGE>
                    Partnership    Filing Date         File No.
                    -----------    -----------         --------

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


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

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

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

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

               4.4  Second  Amendment to Agreement of Limited Partner-
                    ship   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.

                                  65
<PAGE>
<PAGE>
               4.5  Second  Amendment to Agreement of Limited Partner-
                    ship  of  Geodyne    Institutional/Pension  Energy
                    Income  P-2 Limited Partnership,  filed as Exhibit
                    4.2  to  Registrants' Current  Report on  Form 8-K
                    dated August 2, 1993 filed  with the SEC on August
                    10, 1993 and is hereby incorporated by reference.

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

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

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

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

               4.10 Third  Amendment  to  Agreement  of  Limited Part-
                    nership  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.

                                  66
<PAGE>
<PAGE>
               4.11 Third  Amendment to  Agreement  of  Limited  Part-
                    nership  of  Geodyne Institutional/Pension  Energy
                    Income  P-2 Limited Partnership,  filed as Exhibit
                    4.11 to Registrant's  Annual Report  on Form  10-K
                    for the  year ended  December 31, 1995  filed with
                    the   SEC  on   April  1,   1996  and   is  hereby
                    incorporated by reference.

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

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

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

               4.15 Third  Amendment  to  Agreement  of  Limited Part-
                    nership  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.


                                 67
<PAGE>
<PAGE>
          *    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 statements as  of December
                    31, 1996 and for the year ended December 31, 1996.

          *    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, 1996 and for the year ended December 31, 1996.

          *    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, 1996 and  for the year ended December
                    31, 1996.

          *    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, 1996 and  for the year ended December
                    31, 1996.

          *    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, 1996 and  for the year ended December
                    31, 1996.

                                  68
<PAGE>
<PAGE>
          *    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, 1996 and  for the year ended December
                    31, 1996.


               All other Exhibits are omitted as inapplicable.

               ----------

               *Filed herewith.

     (b)  Reports on Form 8-K for the fourth quarter of 1996:

          None.

                                  69
<PAGE>
<PAGE>
                              SIGNATURES

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

                              GEODYNE   INSTITUTIONAL/PENSION   ENERGY
                              INCOME P-1 LIMITED PARTNERSHIP

                              By:  GEODYNE RESOURCES, INC.
                                   General Partner
                                   March 26, 1997


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

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

By:  /s/Dennis R. Neill     President and          March 26, 1997
     -------------------    Director (Principal
        Dennis R. Neill     Executive Officer)

     /s/Patrick M. Hall     (Principal             March 26, 1997
     -------------------    Financial and
        Patrick M. Hall     Accounting Officer)

     /s/Judy K. Fox         Secretary              March 26, 1997
     -------------------
        Judy K. Fox

                                  70
<PAGE>
<PAGE>
                              SIGNATURES

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

                              GEODYNE   INSTITUTIONAL/PENSION   ENERGY
                              INCOME P-2 LIMITED PARTNERSHIP

                              By:  GEODYNE RESOURCES, INC.
                                   General Partner
                                   March 26, 1997


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

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

By:  /s/Dennis R. Neill     President and          March 26, 1997
     -------------------    Director (Principal
        Dennis R. Neill     Executive Officer)

     /s/Patrick M. Hall     (Principal             March 26, 1997
     -------------------    Financial and
        Patrick M. Hall     Accounting Officer)

     /s/Judy K. Fox         Secretary              March 26, 1997
     -------------------
        Judy K. Fox

                                 71
<PAGE>
<PAGE>
                              SIGNATURES

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

                              GEODYNE   INSTITUTIONAL/PENSION   ENERGY
                              INCOME LIMITED PARTNERSHIP P-3

                              By:  GEODYNE RESOURCES, INC.
                                   General Partner
                                   March 26, 1997


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

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

By:  /s/Dennis R. Neill     President and          March 26, 1997
     -------------------    Director (Principal
        Dennis R. Neill     Executive Officer)

     /s/Patrick M. Hall     (Principal             March 26, 1997
     -------------------    Financial and
        Patrick M. Hall     Accounting Officer)

     /s/Judy K. Fox         Secretary              March 26, 1997
     -------------------
        Judy K. Fox

                                  72
<PAGE>
<PAGE>
                              SIGNATURES

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

                              GEODYNE   INSTITUTIONAL/PENSION   ENERGY
                              INCOME LIMITED PARTNERSHIP P-4

                              By:  GEODYNE RESOURCES, INC.
                                   General Partner
                                   March 26, 1997


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

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

By:  /s/Dennis R. Neill     President and          March 26, 1997
     -------------------    Director (Principal
        Dennis R. Neill     Executive Officer)

     /s/Patrick M. Hall     (Principal             March 26, 1997
     -------------------    Financial and
        Patrick M. Hall     Accounting Officer)

     /s/Judy K. Fox         Secretary              March 26, 1997
     -------------------
        Judy K. Fox

                                  73
<PAGE>
<PAGE>
                              SIGNATURES

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

                              GEODYNE   INSTITUTIONAL/PENSION   ENERGY
                              INCOME LIMITED PARTNERSHIP P-5

                              By:  GEODYNE RESOURCES, INC.
                                   General Partner
                                   March 26, 1997


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

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

By:  /s/Dennis R. Neill     President and          March 26, 1997
     -------------------    Director (Principal
        Dennis R. Neill     Executive Officer)

     /s/Patrick M. Hall     (Principal             March 26, 1997
     -------------------    Financial and
        Patrick M. Hall     Accounting Officer)

     /s/Judy K. Fox         Secretary              March 26, 1997
     -------------------
        Judy K. Fox

                                  74
<PAGE>
<PAGE>
                              SIGNATURES

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

                              GEODYNE   INSTITUTIONAL/PENSION   ENERGY
                              INCOME LIMITED PARTNERSHIP P-6

                              By:  GEODYNE RESOURCES, INC.
                                   General Partner
                                   March 26, 1997


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

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

By:  /s/Dennis R. Neill     President and          March 26, 1997
     -------------------    Director (Principal
        Dennis R. Neill     Executive Officer)

     /s/Patrick M. Hall     (Principal             March 26, 1997
     -------------------    Financial and
        Patrick M. Hall     Accounting Officer)

     /s/Judy K. Fox         Secretary              March 26, 1997
     -------------------
        Judy K. Fox

                                  75
<PAGE>
<PAGE>
ITEM 8:   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                   REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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

     We  have  audited  the combined  balance  sheets  of the  Geodyne
Institutional/Pension Energy Income  P-1 Limited Partnership, a  Texas
limited  partnership, and  Geodyne  NPI Partnership  P-1, an  Oklahoma
general  partnership, as of December 31, 1996 and 1995 and the related
combined  statements  of  operations,  changes  in  partners'  capital
(deficit), and cash flows for the years ended December 31, 1996, 1995,
and  1994.  These financial  statements are the  responsibility of the
Partnerships' management.  Our responsibility is to express an opinion
on these financial statements based on our audits.

     We  conducted our  audits in  accordance with  generally accepted
auditing  standards.  Those standards require that we plan and perform
the  audit to obtain reasonable  assurance about whether the financial
statements  are free  of  material misstatement.    An audit  includes
examining,  on  a  test  basis, evidence  supporting  the  amounts and
disclosures  in  the financial  statements.   An  audit  also includes
assessing  the accounting  principles used  and  significant estimates
made  by  management, as  well  as  evaluating the  overall  financial
statement  presentation.    We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In  our opinion,  the combined  financial statements  referred to
above present fairly, in all material respects, the combined financial
position  of  the  Geodyne  Institutional/Pension  Energy  Income  P-1
Limited Partnership and  Geodyne NPI Partnership  P-1 at December  31,
1996  and 1995 and the  combined results of  their operations and cash
flows  for the  years ended  December  31, 1996,  1995,  and 1994,  in
conformity with generally accepted accounting principles.  

     As  disclosed in Note 1 to the combined financial statements, the
Geodyne  Institutional/Pension Energy  Income P-1  Limited Partnership
and Geodyne NPI Partnership P-1 changed their method of accounting for
impairment of their Net Profits Interests as of October 1, 1995.  


                              COOPERS & LYBRAND L.L.P.

Tulsa, Oklahoma
March 22, 1997
                                 F-1
<PAGE>
<PAGE>
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
                      GEODYNE NPI PARTNERSHIP P-1
                        Combined Balance Sheets
                      December 31, 1996 and 1995


                                ASSETS
                                ------

                                           1996          1995
                                       ------------  ------------

CURRENT ASSETS:
  Cash and cash equivalents             $  293,296    $  241,524
  Accounts receivable:
    Net Profits                            257,458       221,147
                                         ---------     ---------

      Total current assets              $  550,754    $  462,671

NET PROFITS INTERESTS, net, utilizing
  the successful efforts method          2,680,005     3,026,259
                                         ---------     ---------

                                        $3,230,759    $3,488,930
                                         =========     =========


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

PARTNERS' CAPITAL (DEFICIT):
  General Partner                      ($   62,666)  ($   48,322)
  Limited Partners, issued and
    outstanding, 108,074 Units           3,293,425     3,537,252
                                         ---------     ---------

      Total Partners' capital           $3,230,759    $3,488,930
                                         ---------     ---------

                                        $3,230,759    $3,488,930
                                         =========     =========

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

                                  F-2
<PAGE>
<PAGE>
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
                      GEODYNE NPI PARTNERSHIP P-1
                   Combined Statements of Operations
         For the Years Ended December 31, 1996, 1995, and 1994

                             1996          1995          1994
                         ------------  ------------  ------------
REVENUES:
  Net Profits             $1,191,311    $935,026      $1,089,659
  Interest income              9,643       8,151           6,528
  Gain on sale of
    Net Profits 
      Interests               80,721       7,144           7,048 
                           ---------     -------       ---------
                          $1,281,675    $950,321      $1,103,235

COSTS AND EXPENSES:
  Depletion of 
    Net Profits 
      Interests           $  324,506    $698,380      $1,017,309
  Impairment Provision          -         86,264            -
  General and
    administrative           130,147     126,220         129,791
                           ---------     -------       ---------
                          $  454,653    $910,864      $1,147,100
                           ---------     -------       ---------

NET INCOME (LOSS)         $  827,022    $ 39,457     ($   43,865)
                          ==========     =======       =========
GENERAL PARTNER -
  NET INCOME              $   53,849    $ 33,359      $   38,499
                           =========     =======       =========
LIMITED PARTNERS - NET
  INCOME (LOSS)           $  773,173    $  6,098     ($   82,364)
                           =========     =======       =========
NET INCOME (LOSS)
  per Unit                $     7.15    $    .06     ($      .76)
                           =========     =======       =========
UNITS OUTSTANDING            108,074     108,074         108,074
                           =========     =======       =========

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

                                  F-3
<PAGE>
<PAGE>
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
                      GEODYNE NPI PARTNERSHIP P-1
     Combined Statements of Changes in Partners' Capital (Deficit)
         For the Years Ended December 31, 1996, 1995, and 1994


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

Balance, December 31, 1993   $5,298,518   ($30,180)   $5,268,338
  Net income (loss)         (    82,364)    38,499   (    43,865)
  Cash distributions        (   930,000)  ( 51,000)  (   981,000)
                              ---------     ------     ---------

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

Balance, December 31, 1995   $3,537,252   ($48,322)   $3,488,930
  Net income                    773,173     53,849       827,022
  Cash distributions        ( 1,017,000)  ( 68,193)  ( 1,085,193)
                              ---------     ------     ---------
Balance, December 31, 1996   $3,293,425   ($62,666)   $3,230,759
                              =========     ======     =========

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

                                  F-4
<PAGE>
<PAGE>
  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
                      GEODYNE NPI PARTNERSHIP P-1
                   Combined Statements of Cash Flows
         For the Years Ended December 31, 1996, 1995, and 1994

                                  1996          1995          1994
                              ------------  ------------  ------------

CASH FLOWS FROM OPERATING
  ACTIVITIES:
  Net income (loss)            $  827,022    $ 39,457     ($   43,865)
  Adjustments to reconcile
    net income (loss) to
    net cash provided by
    operating activities:
    Depletion of Net 
      Profits Interests           324,506     698,380       1,017,309
    Impairment Provision             -         86,264            -
    Gain on sale of 
      Net Profits Interests   (    80,721)  (   7,144)    (     7,048)
    Increase in accounts
      receivable              (    36,311)  (  34,097)    (    66,503)
                                ---------     -------       ---------

  Net cash provided by
    operating activities       $1,034,496    $782,860      $  899,893
                                ---------     -------       ---------

CASH FLOWS FROM INVESTING
  ACTIVITIES:
  Capital expenditures        ($   12,540)  ($  4,566)    ($   15,149)
  Proceeds from sale of 
    Net Profits Interests         115,009      30,046          19,794
                                ---------     -------       ---------

  Net cash provided by 
    investing activities       $  102,469    $ 25,480      $    4,645 
                                ---------     -------       ---------
CASH FLOWS FROM FINANCING
  ACTIVITIES:
  Cash distributions          ($1,085,193)  ($794,000)    ($  981,000)
                                ---------     -------       ---------
  Net cash used by financing
    activities                ($1,085,193)  ($794,000)    ($  981,000)
                                ---------     -------       ---------

                                  F-5
<PAGE>
<PAGE>
NET INCREASE (DECREASE) IN
  CASH AND CASH EQUIVALENTS    $   51,772    $ 14,340     ($   76,462)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD         241,524     227,184         303,646
                                ---------     -------       ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD             $  293,296    $241,524      $  227,184
                                =========     =======       =========

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

                                  F-6
<PAGE>
<PAGE>
                   REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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

     We  have  audited  the combined  balance  sheets  of  the Geodyne
Institutional/Pension Energy  Income P-2 Limited Partnership,  a Texas
limited  partnership, and  Geodyne  NPI Partnership  P-2, an  Oklahoma
general partnership, as of December 31, 1996 and  1995 and the related
combined  statements  of  operations,  changes  in  partners'  capital
(deficit), and cash flows for the years ended December 31, 1996, 1995,
and  1994.  These financial  statements are the  responsibility of the
Partnerships' management.  Our responsibility is to express an opinion
on these financial statements based on our audits.

     We  conducted our  audits in  accordance with  generally accepted
auditing  standards.  Those standards require that we plan and perform
the  audit to obtain reasonable assurance  about whether the financial
statements are  free  of material  misstatement.   An  audit  includes
examining, on  a  test  basis, evidence  supporting  the  amounts  and
disclosures  in the  financial  statements.   An  audit also  includes
assessing the  accounting principles  used  and significant  estimates
made  by management,  as  well  as  evaluating the  overall  financial
statement  presentation.    We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In  our opinion,  the combined  financial statements  referred to
above present fairly, in all material respects, the combined financial
position  of  the  Geodyne  Institutional/Pension  Energy  Income  P-2
Limited Partnership  and Geodyne NPI  Partnership P-2 at  December 31,
1996  and 1995 and  the combined results of  their operations and cash
flows  for  the years  ended  December 31,  1996,  1995, and  1994, in
conformity with generally accepted accounting principles.  

     As  disclosed in Note 1 to the combined financial statements, the
Geodyne  Institutional/Pension Energy  Income P-2  Limited Partnership
and Geodyne NPI Partnership P-2 changed their method of accounting for
impairment of their Net Profits Interests as of October 1, 1995.  


                              COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
March 22, 1997
                                 F-7
<PAGE>
<PAGE>
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP
                      GEODYNE NPI PARTNERSHIP P-2
                        Combined Balance Sheets
                      December 31, 1996 and 1995


                                ASSETS
                                ------

                                           1996          1995
                                       ------------  ------------

CURRENT ASSETS:
  Cash and cash equivalents             $  222,506    $  167,791
  Accounts receivable:
    General Partner                          8,376          -
    Net Profits                            203,287       176,041
                                         ---------     ---------

      Total current assets              $  434,169    $  343,832

NET PROFITS INTERESTS, net, utilizing
  the successful efforts method          2,201,380     2,510,707
                                         ---------     ---------

                                        $2,635,549    $2,854,539
                                         =========     =========


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

PARTNERS' CAPITAL (DEFICIT):
  General Partner                      ($   57,428)  ($   46,190)
  Limited Partners, issued and
    outstanding, 90,094 Units            2,692,977     2,900,729
                                         ---------     ---------

      Total Partners' capital           $2,635,549    $2,854,539
                                         ---------     ---------

                                        $2,635,549    $2,854,539
                                         =========     =========

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

                                  F-8
<PAGE>
<PAGE>
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP
                      GEODYNE NPI PARTNERSHIP P-2
                   Combined Statements of Operations
         For the Years Ended December 31, 1996, 1995, and 1994

                            1996         1995          1994
                         ----------    ----------    ----------
REVENUES:
  Net Profits             $911,429      $715,608      $786,768
  Interest income            7,216         5,184         4,824
  Gain (loss) on sale of
    Net Profits 
      Interests             57,048        13,376     (   5,749)
                           -------       -------       -------

                          $975,693      $734,168      $785,843

COSTS AND EXPENSES:
  Depletion of Net 
    Profits Interests     $275,464      $605,201      $749,970
  Impairment provision        -          182,970          -
  General and
    administrative         108,749       105,286       108,596
                           -------       -------       -------
                          $384,213      $893,457      $858,566
                           -------       -------       -------

NET INCOME (LOSS)         $591,480     ($159,289)    ($ 72,723)
                           =======       =======       =======
GENERAL PARTNER -
  NET INCOME              $ 40,232      $ 23,562      $ 26,363
                           =======       =======       =======
LIMITED PARTNERS - NET
  INCOME (LOSS)           $551,248     ($182,851)    ($ 99,086)
                           =======       =======       =======
NET INCOME (LOSS)
  per Unit                $   6.12     ($   2.03)    ($   1.10)
                           =======       =======       =======
UNITS OUTSTANDING           90,094        90,094        90,094
                           =======       =======       =======

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

                                  F-9
<PAGE>
<PAGE>
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP
                      GEODYNE NPI PARTNERSHIP P-2
     Combined Statements of Changes in Partners' Capital (Deficit)
         For the Years Ended December 31, 1996, 1995, and 1994


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

Balance, December 31, 1993   $4,507,666   ($24,615)   $4,483,051
  Net income (loss)         (    99,086)    26,363   (    72,723)
  Cash distributions        (   780,000)  ( 44,000)  (   824,000)
                              ---------     ------     ---------

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

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

Balance, December 31, 1996   $2,692,977   ($57,428)   $2,635,549
                              =========     ======     =========

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

                                 F-10
<PAGE>
<PAGE>
  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP
                      GEODYNE NPI PARTNERSHIP P-2
                   Combined Statements of Cash Flows
         For the Years Ended December 31, 1996, 1995, and 1994

                                  1996          1995          1994
                              ------------  ------------  ------------
CASH FLOWS FROM OPERATING
  ACTIVITIES:
  Net income (loss)            $591,480     ($159,289)    ($ 72,723)
  Adjustments to reconcile
    net income (loss) to 
    net cash provided by
    operating activities:
    Depletion of Net
      Profits Interests         275,464       605,201       749,970
    Impairment provision           -          182,970          -
    (Gain) loss on sale of
      Net Profits Interests   (  57,048)    (  13,376)        5,749
    (Increase) decrease in
      accounts receivable
      -General Partner        (   8,376)         -             -
    (Increase) decrease in
      accounts receivable
      - Net Profits           (  27,246)    (  39,805)       36,284 
                                -------       -------       -------

  Net cash provided by
    operating activities       $774,274      $575,701      $719,280
                                -------       -------       -------

CASH FLOWS FROM INVESTING
  ACTIVITIES:
  Capital expenditures        ($  6,613)    ($  9,877)    ($ 20,511)
  Proceeds from sale of 
    Net Profits Interests        97,524        36,381         1,502
                                -------       -------       -------

  Net cash provided (used) 
    by investing activities    $ 90,911      $ 26,504     ($ 19,009)
                                -------       -------       -------
CASH FLOWS FROM FINANCING
  ACTIVITIES:
  Cash distributions          ($810,470)    ($572,500)    ($824,000)
                                -------       -------       -------
  Net cash used by financing
    activities                ($810,470)    ($572,500)    ($824,000)
                                -------       -------       -------

                                 F-11
<PAGE>
<PAGE>
NET INCREASE (DECREASE) IN
  CASH AND CASH EQUIVALENTS    $ 54,715      $ 29,705     ($123,729)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD       167,791       138,086       261,815
                                -------       -------       -------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD             $222,506      $167,791      $138,086
                                =======       =======       =======

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

                                 F-12
<PAGE>
<PAGE>
                   REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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

     We  have  audited  the combined  balance  sheets  of  the Geodyne
Institutional/Pension  Energy  Income  Limited  Partnership   P-3,  an
Oklahoma  limited partnership,  and  Geodyne NPI  Partnership P-3,  an
Oklahoma general partnership, as of December 31, 1996 and 1995 and the
related  combined  statements  of  operations,  changes  in  partners'
capital (deficit), and  cash flows  for the years  ended December  31,
1996,  1995, and 1994.   These financial statements  are the responsi-
bility of  the  Partnerships' management.   Our  responsibility is  to
express an opinion on these financial statements based on our audits.

     We  conducted our  audits in  accordance with  generally accepted
auditing  standards.  Those standards require that we plan and perform
the  audit to obtain reasonable assurance  about whether the financial
statements are  free  of material  misstatement.   An  audit  includes
examining, on  a  test  basis, evidence  supporting  the  amounts  and
disclosures  in the  financial  statements.   An  audit also  includes
assessing the  accounting principles  used  and significant  estimates
made  by management,  as  well  as  evaluating the  overall  financial
statement  presentation.    We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In  our opinion,  the combined  financial statements  referred to
above present fairly, in all material respects, the combined financial
position  of the  Geodyne Institutional/Pension Energy  Income Limited
Partnership P-3 and Geodyne  NPI Partnership P-3 at December  31, 1996
and 1995 and the combined  results of their operations and cash  flows
for the  years ended December 31, 1996,  1995, and 1994, in conformity
with generally accepted accounting principles.  

     As  disclosed in Note 1 to the combined financial statements, the
Geodyne  Institutional/Pension Energy  Income P-3  Limited Partnership
and Geodyne NPI Partnership P-3 changed their method of accounting for
impairment of their Net Profits Interests as of October 1, 1995.  


                              COOPERS & LYBRAND L.L.P.

Tulsa, Oklahoma
March 22, 1997


                                 F-13
<PAGE>
<PAGE>
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
                      GEODYNE NPI PARTNERSHIP P-3
                        Combined Balance Sheets
                      December 31, 1996 and 1995


                                ASSETS
                                ------

                                           1996          1995
                                       ------------  ------------

CURRENT ASSETS:
  Cash and cash equivalents             $  415,354    $  296,629
  Accounts receivable:
    General Partner                         16,473          -
    Net Profits                            379,725       318,575
                                         ---------     ---------

      Total current assets              $  811,552    $  615,204

NET PROFITS INTERESTS, net, utilizing
  the successful efforts method          4,156,531     4,740,639
                                         ---------     ---------

                                        $4,968,083    $5,355,843
                                         =========     =========


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

PARTNERS' CAPITAL (DEFICIT):
  General Partner                      ($  107,085)  ($   86,631)
  Limited Partners, issued and
    outstanding, 169,637 Units           5,075,168     5,442,474
                                         ---------     ---------

      Total Partners' capital           $4,968,083    $5,355,843
                                         ---------     ---------

                                        $4,968,083    $5,355,843
                                         =========     =========

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

                                 F-14
<PAGE>
<PAGE>
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
                      GEODYNE NPI PARTNERSHIP P-3
                   Combined Statements of Operations
         For the Years Ended December 31, 1996, 1995, and 1994

                             1996          1995          1994
                         ------------  ------------  ------------
REVENUES:
  Net Profits             $1,706,259    $1,327,052    $1,472,407
  Interest income             12,976        10,368         9,129
  Gain (loss) on sale of
    Net Profits Interests    105,977        16,231   (    18,646)
                           ---------     ---------     ---------

                          $1,825,212    $1,353,651    $1,462,890

COSTS AND EXPENSES:
  Depletion of Net
    Profits Interests     $  521,166    $1,147,906    $1,394,108
  Impairment provision          -          377,983          -
  General and
    administrative           204,160       199,113       202,908
                           ---------     ---------     ---------
                          $  725,326    $1,725,002    $1,597,016
                           ---------     ---------     ---------

NET INCOME (LOSS)         $1,099,886   ($  371,351)  ($  134,126)
                           =========     =========     =========
GENERAL PARTNER -
  NET INCOME              $   75,192    $   42,468    $   49,058
                           =========     =========     =========
LIMITED PARTNERS - NET
  INCOME (LOSS)           $1,024,694   ($  413,819)  ($  183,184)
                           =========     =========     =========
NET INCOME (LOSS) 
  per Unit                $     6.04   ($     2.44)  ($     1.08)
                           =========     =========     =========
UNITS OUTSTANDING            169,637       169,637       169,637
                           =========     =========     =========

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

                                 F-15
<PAGE>
<PAGE>
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
                      GEODYNE NPI PARTNERSHIP P-3
     Combined Statements of Changes in Partners' Capital (Deficit)
         For the Years Ended December 31, 1996, 1995, and 1994


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

Balance, Dec. 31, 1993     $ 8,554,477   ($ 46,157)  $8,508,320
  Net income (loss)       (    183,184)     49,058  (   134,126)
  Cash distributions      (  1,460,000)  (  78,000) ( 1,538,000)
                            ----------     -------    ---------

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

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

Balance, Dec. 31, 1996     $ 5,075,168   ($107,085)  $4,968,083
                            ==========     =======    =========

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

                                 F-16
<PAGE>
<PAGE>
  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
                      GEODYNE NPI PARTNERSHIP P-3
                   Combined Statements of Cash Flows
         For the Years Ended December 31, 1996, 1995, and 1994

                                  1996          1995          1994
                              ------------  ------------  ------------
CASH FLOWS FROM OPERATING
  ACTIVITIES:
  Net income (loss)            $1,099,886   ($  371,351)  ($  134,126)
  Adjustments to reconcile
    net income (loss) to net
    cash provided by
    operating activities:
    Depletion of Net
      Profits Interests           521,166     1,147,906     1,394,108
    Impairment provision             -          377,983          -
    (Gain) loss on sale of
      Net Profits Interests   (   105,977)  (    16,231)       18,646
    (Increase) decrease in
      accounts receivable
      - Net Profits           (    61,150)  (    67,313)       72,737 
    (Increase) decrease in
      accounts receivable
      -General Partner        (    16,473)         -             -
                                ---------     ---------     ---------

  Net cash provided by
    operating activities       $1,437,452    $1,070,994    $1,351,365
                                ---------     ---------     ---------

CASH FLOWS FROM INVESTING
  ACTIVITIES:
  Capital expenditures        ($   12,220)  ($   19,116)  ($   39,265)
  Proceeds from sale of 
    Net Profits Interests         181,139        68,171         2,730
                                ---------     ---------     ---------

  Net cash provided (used) 
    by investing activities    $  168,919    $   49,055   ($   36,535)
                                ---------     ---------     ---------
CASH FLOWS FROM FINANCING
  ACTIVITIES:
  Cash distributions          ($1,487,646)  ($1,109,000)  ($1,538,000)
                                ---------     ---------     ---------

  Net cash used by financing
    activities                ($1,487,646)  ($1,109,000)  ($1,538,000)
                                ---------     ---------     ---------

                                 F-17
<PAGE>
<PAGE>
NET INCREASE (DECREASE) IN
  CASH AND CASH EQUIVALENTS    $  118,725    $   11,049   ($  223,170)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD         296,629       285,580       508,750
                                ---------     ---------     ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD             $  415,354    $  296,629    $  285,580
                                =========     =========     =========

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

                                 F-18
<PAGE>
<PAGE>
                   REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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

     We  have  audited  the combined  balance  sheets  of  the Geodyne
Institutional/Pension  Energy  Income  Limited  Partnership   P-4,  an
Oklahoma  limited partnership,  and  Geodyne NPI  Partnership P-4,  an
Oklahoma general partnership, as of December 31, 1996 and 1995 and the
related  combined  statements  of  operations,  changes  in  partners'
capital (deficit), and  cash flows  for the years  ended December  31,
1996,  1995, and 1994.   These financial statements  are the responsi-
bility of  the  Partnerships' management.   Our  responsibility is  to
express an opinion on these financial statements based on our audits.

     We  conducted our  audits in  accordance with  generally accepted
auditing  standards.  Those standards require that we plan and perform
the  audit to obtain reasonable assurance  about whether the financial
statements are  free  of material  misstatement.   An  audit  includes
examining, on  a  test  basis, evidence  supporting  the  amounts  and
disclosures  in the  financial  statements.   An  audit also  includes
assessing the  accounting principles  used  and significant  estimates
made  by management,  as  well  as  evaluating the  overall  financial
statement  presentation.    We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In  our opinion,  the combined  financial statements  referred to
above present fairly, in all material respects, the combined financial
position  of the  Geodyne Institutional/Pension Energy  Income Limited
Partnership P-4 and Geodyne  NPI Partnership P-4 at December  31, 1996
and 1995 and the combined  results of their operations and cash  flows
for the  years ended December 31, 1996,  1995, and 1994, in conformity
with generally accepted accounting principles.  

     As  disclosed in Note 1 to the combined financial statements, the
Geodyne  Institutional/Pension Energy  Income P-4  Limited Partnership
and Geodyne NPI Partnership P-4 changed their method of accounting for
impairment of their Net Profits Interests as of October 1, 1995.  


                              COOPERS & LYBRAND L.L.P.

Tulsa, Oklahoma
March 22, 1997

                                 F-19
<PAGE>
<PAGE>
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
                      GEODYNE NPI PARTNERSHIP P-4
                        Combined Balance Sheets
                      December 31, 1996 and 1995


                                ASSETS
                                ------

                                           1996          1995
                                       ------------  ------------

CURRENT ASSETS:
  Cash and cash equivalents             $  345,876    $  288,117
  Accounts receivable:
    Net Profits                            369,940       352,907
                                         ---------     ---------

      Total current assets              $  715,816    $  641,024

NET PROFITS INTERESTS, net, utilizing
  the successful efforts method          2,567,661     3,299,455
                                         ---------     ---------

                                        $3,283,477    $3,940,479
                                         =========     =========


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

PARTNERS' CAPITAL (DEFICIT):
  General Partner                      ($   81,373)  ($   54,546)
  Limited Partners, issued and
    outstanding, 126,306 Units           3,364,850     3,995,025
                                         ---------     ---------

      Total Partners' capital           $3,283,477    $3,940,479
                                         ---------     ---------

                                        $3,283,477    $3,940,479
                                         =========     =========
 
               The accompanying notes are an integral
             part of these combined financial statements.

                                 F-20
<PAGE>
<PAGE>
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
                      GEODYNE NPI PARTNERSHIP P-4
                   Combined Statements of Operations
         For the Years Ended December 31, 1996, 1995, and 1994

                             1996          1995          1994
                         ------------  ------------  ------------
REVENUES:
  Net Profits             $1,373,635    $1,251,153    $1,779,306
  Interest income             11,768        12,458        17,220
  Loss on sale of
    Net Profits 
    Interests            (    52,591)  (       508)  (     2,030)
                           ---------     ---------     ---------

                          $1,332,812    $1,263,103    $1,794,496

COSTS AND EXPENSES:
  Depletion of Net
    Profits Interests     $  540,791    $  990,870    $1,731,821
  Impairment provision          -          581,036          -
  General and
    administrative           154,265       147,935       150,583
                           ---------     ---------     ---------
                          $  695,056    $1,719,841    $1,882,404
                           ---------     ---------     ---------

NET INCOME (LOSS)         $  637,756   ($  456,738)  ($   87,908)
                           =========     =========     =========
GENERAL PARTNER -
  NET INCOME              $   52,931    $   40,039    $   64,877
                           =========     =========     =========
LIMITED PARTNERS - NET
  INCOME (LOSS)           $  584,825   ($  496,777)  ($  152,785)
                           =========     =========     =========
NET INCOME (LOSS)
  per Unit                $     4.63   ($     3.93)  ($     1.21)
                           =========     =========     =========
UNITS OUTSTANDING            126,306       126,306       126,306
                           =========     =========     =========

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

                                 F-21
<PAGE>
<PAGE>
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
                      GEODYNE NPI PARTNERSHIP P-4
     Combined Statements of Changes in Partners' Capital (Deficit)
         For the Years Ended December 31, 1996, 1995, and 1994


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

Balance, December 31, 1993  $7,609,587   ($  2,462)   $7,607,125
  Net income (loss)        (   152,785)     64,877   (    87,908)
  Cash distributions       ( 1,910,000)  ( 103,000)  ( 2,013,000)
                             ---------     -------     ---------

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

Balance, December 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, December 31, 1996  $3,364,850   ($ 81,373)   $3,283,477
                             =========     =======     =========

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

                                 F-22
<PAGE>
<PAGE>
  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
                      GEODYNE NPI PARTNERSHIP P-4
                   Combined Statements of Cash Flows
         For the Years Ended December 31, 1996, 1995, and 1994

                                  1996          1995          1994
                              ------------  ------------  ------------

CASH FLOWS FROM OPERATING
  ACTIVITIES:
  Net income (loss)            $  637,756   ($  456,738)  ($   87,908)
  Adjustments to reconcile
    net income (loss) to
    net cash provided by
    operating activities:
    Depletion of Net
      Profits Interests           540,791       990,870     1,731,821
    Impairment provision             -          581,036          -
    (Gain) loss on sale of
      Net Profits Interests        52,591           508         2,030
    (Increase) decrease in
      accounts receivable     (    17,033)  (   139,959)      166,198 
                                ---------     ---------     ---------

  Net cash provided by
    operating activities       $1,214,105    $  975,717    $1,812,141
                                ---------     ---------     ---------

CASH FLOWS FROM INVESTING
  ACTIVITIES:
  Capital expenditures        ($      804)  ($   19,172)  ($   15,542)
  Proceeds from sale of 
    Net Profits Interests         139,216         9,907         1,038
                                ---------     ---------     ---------

  Net cash provided (used) 
    by investing activities    $  138,412   ($    9,265)  ($   14,504)
                                ---------     ---------     ---------
CASH FLOWS FROM FINANCING
  ACTIVITIES:
  Cash distributions          ($1,294,758)  ($1,109,000)  ($2,013,000)
                                ---------     ---------     ---------

  Net cash used by financing
    activities                ($1,294,758)  ($1,109,000)  ($2,013,000)
                                ---------     ---------     ---------

                                 F-23
<PAGE>
<PAGE>
NET INCREASE (DECREASE) IN
  CASH AND CASH EQUIVALENTS    $   57,759   ($  142,548)  ($  215,363)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD         288,117       430,665       646,028
                                ---------     ---------     ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD             $  345,876    $  288,117    $  430,665
                                =========     =========     =========

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

                                 F-24
<PAGE>
<PAGE>
                   REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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

     We  have  audited  the combined  balance  sheets  of  the Geodyne
Institutional/Pension  Energy  Income  Limited  Partnership   P-5,  an
Oklahoma  limited partnership,  and  Geodyne NPI  Partnership P-5,  an
Oklahoma general partnership, as of December 31, 1996 and 1995 and the
related  combined  statements  of  operations,  changes  in  partners'
capital (deficit), and  cash flows  for the years  ended December  31,
1996,  1995, and 1994.   These financial statements  are the responsi-
bility of  the  Partnerships' management.   Our  responsibility is  to
express an opinion on these financial statements based on our audits.

     We  conducted our  audits in  accordance with  generally accepted
auditing  standards.  Those standards require that we plan and perform
the  audit to obtain reasonable assurance  about whether the financial
statements are  free  of material  misstatement.   An  audit  includes
examining, on  a  test  basis, evidence  supporting  the  amounts  and
disclosures  in the  financial  statements.   An  audit also  includes
assessing the  accounting principles  used  and significant  estimates
made  by management,  as  well  as  evaluating the  overall  financial
statement  presentation.    We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In  our opinion,  the combined  financial statements  referred to
above present fairly, in all material respects, the combined financial
position  of the  Geodyne Institutional/Pension Energy  Income Limited
Partnership P-5 and Geodyne  NPI Partnership P-5 at December  31, 1996
and 1995 and the combined  results of their operations and cash  flows
for the  years ended December 31, 1996,  1995, and 1994, in conformity
with generally accepted accounting principles.  

     As  disclosed in Note 1 to the combined financial statements, the
Geodyne  Institutional/Pension Energy  Income P-5  Limited Partnership
and Geodyne NPI Partnership P-5 changed their method of accounting for
impairment of their Net Profits Interests as of October 1, 1995.  


                              COOPERS & LYBRAND L.L.P.

Tulsa, Oklahoma
March 22, 1997

                                 F-25
<PAGE>
<PAGE>
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
                      GEODYNE NPI PARTNERSHIP P-5
                        Combined Balance Sheets
                      December 31, 1996 and 1995

                                ASSETS
                                ------

                                           1996          1995
                                       ------------  ------------

CURRENT ASSETS:
  Cash and cash equivalents             $  247,540    $  167,076
  Accounts receivable:
    Net Profits                            209,058       150,207
                                         ---------     ---------

      Total current assets              $  456,598    $  317,283

NET PROFITS INTERESTS, net, utilizing 
  the successful efforts method          2,536,590     2,908,234
                                         ---------     ---------

                                        $2,993,188    $3,225,517
                                         =========     =========

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

PARTNERS' CAPITAL (DEFICIT):
  General Partner                      ($   60,088)  ($   48,425)
  Limited Partners, issued and
    outstanding, 118,449 Units           3,053,276     3,273,942
                                         ---------     ---------

      Total Partners' capital           $2,993,188    $3,225,517
                                         ---------     ---------

                                        $2,993,188    $3,225,517
                                         =========     =========

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

                                 F-26
<PAGE>
<PAGE>
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
                      GEODYNE NPI PARTNERSHIP P-5
                   Combined Statements of Operations
         For the Years Ended December 31, 1996, 1995, and 1994

                             1996          1995          1994
                         ------------  ------------  ------------
REVENUES:
  Net Profits             $1,112,631    $  938,957    $1,180,970
  Interest income              7,595         8,722        10,217
  Gain (loss) on sale of
    Net Profits 
    Interests                 30,479         1,364   (     1,216)
                           ---------     ---------     ---------

                          $1,150,705    $  949,043    $1,189,971

COSTS AND EXPENSES:
  Depletion of Net
    Profits Interests     $  368,974    $  785,795    $1,645,268
  Impairment provision          -          194,933     1,191,000
  General and
    administrative           142,033       138,959       141,316
                           ---------     ---------     ---------
                          $  511,007    $1,119,687    $2,977,584
                           ---------     ---------     ---------

NET INCOME (LOSS)         $  639,698   ($  170,644)  ($1,787,613)
                           =========     =========     =========
GENERAL PARTNER -
  NET INCOME              $   46,364    $   30,697    $   24,070
                           =========     =========     =========
LIMITED PARTNERS - NET
  INCOME (LOSS)           $  593,334   ($  201,341)  ($1,811,683)
                           =========     =========     =========
NET INCOME (LOSS)
  per Unit                $     5.01   ($     1.70)  ($    15.30)
                           =========     =========     =========
UNITS OUTSTANDING            118,449       118,449       118,449
                           =========     =========     =========

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

                                 F-27
<PAGE>
<PAGE>
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
                      GEODYNE NPI PARTNERSHIP P-5
     Combined Statements of Changes in Partners' Capital (Deficit)
         For the Years Ended December 31, 1996, 1995, and 1994


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

Balance, December 31, 1993  $7,036,966   ($ 9,192)    $7,027,774
  Net income (loss)        ( 1,811,683)    24,070    ( 1,787,613)
  Cash distributions       ( 1,065,000)  ( 59,500)   ( 1,124,500)
                             ---------     ------      ---------

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

Balance, December 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, December 31, 1996  $3,053,276   ($60,088)    $2,993,188
                             =========     ======      =========

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

                                 F-28
<PAGE>
<PAGE>
  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
                      GEODYNE NPI PARTNERSHIP P-5
                   Combined Statements of Cash Flows
         For the Years Ended December 31, 1996, 1995, and 1994

                                  1996          1995          1994
                              ------------  ------------  ------------

CASH FLOWS FROM OPERATING
  ACTIVITIES:
  Net income (loss)            $639,698     ($  170,644)  ($1,787,613)
  Adjustments to reconcile
    net income (loss) to
    net cash provided by
    operating activities:
    Depletion of Net
      Profits Interests         368,974         785,795     1,645,268
    Impairment provision           -            194,933     1,191,000
    (Gain) loss on sale of
      Net Profits Interests   (  30,479)    (     1,364)        1,216
    Increase in accounts
      receivable              (  58,851)    (    34,700)  (   115,507)
    Decrease in accounts
      payable                      -              -       (    22,488)
                                -------       ---------     ---------

  Net cash provided by
    operating activities       $919,342      $  774,020    $  911,876
                                -------       ---------     ---------

CASH FLOWS FROM INVESTING
  ACTIVITIES:
  Capital expenditures        ($  2,807)    ($   29,603)  ($   44,895)
  Proceeds from sale of 
    Net Profits Interests        35,956           1,557           152
                                -------       ---------     ---------

  Net cash provided (used) 
    by investing activities    $ 33,149     ($   28,046)  ($   44,743)
                                -------       ---------     ---------
CASH FLOWS FROM FINANCING
  ACTIVITIES:
  Cash distributions          ($872,027)    ($  719,500)  ($1,124,500)
                                -------       ---------     ---------

  Net cash used by financing
    activities                ($872,027)    ($  719,500)  ($1,124,500)
                                -------       ---------     ---------

                                 F-29
<PAGE>
<PAGE>
NET INCREASE (DECREASE) IN
  CASH AND CASH EQUIVALENTS    $ 80,464      $   26,474   ($  257,367)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD       167,076         140,602       397,969
                                -------       ---------     ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD             $247,540      $  167,076    $  140,602
                                =======       =========     =========

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

                                 F-30
<PAGE>
<PAGE>
                   REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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

     We  have  audited  the combined  balance  sheets  of  the Geodyne
Institutional/Pension  Energy  Income  Limited  Partnership   P-6,  an
Oklahoma  limited partnership,  and  Geodyne NPI  Partnership P-6,  an
Oklahoma general partnership, as of December 31, 1996 and 1995 and the
related  combined  statements  of  operations,  changes  in  partners'
capital (deficit), and  cash flows  for the years  ended December  31,
1996,  1995, and 1994.   These financial statements  are the responsi-
bility of  the  Partnerships' management.   Our  responsibility is  to
express an opinion on these financial statements based on our audits.

     We  conducted our  audits in  accordance with  generally accepted
auditing  standards.  Those standards require that we plan and perform
the  audit to obtain reasonable assurance  about whether the financial
statements are  free  of material  misstatement.   An  audit  includes
examining, on  a  test  basis, evidence  supporting  the  amounts  and
disclosures  in the  financial  statements.   An  audit also  includes
assessing the  accounting principles  used  and significant  estimates
made  by management,  as  well  as  evaluating the  overall  financial
statement  presentation.    We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In  our opinion,  the combined  financial statements  referred to
above present fairly, in all material respects, the combined financial
position  of the  Geodyne Institutional/Pension Energy  Income Limited
Partnership P-6 and Geodyne  NPI Partnership P-6 at December  31, 1996
and 1995 and the combined  results of their operations and cash  flows
for the  years ended December 31, 1996,  1995, and 1994, in conformity
with generally accepted accounting principles.  

     As  disclosed in Note 1 to the combined financial statements, the
Geodyne  Institutional/Pension Energy  Income P-6  Limited Partnership
and Geodyne NPI Partnership P-6 changed their method of accounting for
impairment of their Net Profits Interests as of October 1, 1995.  


                              COOPERS & LYBRAND L.L.P.

Tulsa, Oklahoma
March 22, 1997

                                 F-31
<PAGE>
<PAGE>
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6
                      GEODYNE NPI PARTNERSHIP P-6
                        Combined Balance Sheets
                      December 31, 1996 and 1995

                                ASSETS
                                ------

                                           1996          1995
                                       ------------  ------------

CURRENT ASSETS:
  Cash and cash equivalents             $  319,699    $  254,180
  Accounts receivable:
    Net Profits                            428,072       231,575
                                         ---------     ---------

      Total current assets              $  747,771    $  485,755

NET PROFITS INTERESTS, net, utilizing
  the successful efforts method          3,966,906     4,684,277
                                         ---------     ---------

                                        $4,714,677    $5,170,032
                                         =========     =========

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

PARTNERS' CAPITAL (DEFICIT):
  General Partner                      ($   59,021)  ($   47,281)
  Limited Partners, issued and
    outstanding, 143,041 Units           4,773,698     5,217,313
                                         ---------     ---------

      Total Partners' capital           $4,714,677    $5,170,032
                                         ---------     ---------

                                        $4,714,677    $5,170,032
                                         =========     =========

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

                                 F-32
<PAGE>
<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, 1996, 1995, and 1994

                             1996          1995          1994
                         ------------  ------------  ------------
REVENUES:
  Net Profits             $2,002,957    $1,284,185    $1,487,321
  Interest income             13,419        10,768        13,160
  Gain (loss) on sale 
    of Net Profits 
    Interests                 24,815         6,045   (       319)
                           ---------     ---------     ---------

                          $2,041,191    $1,300,998    $1,500,162

COSTS AND EXPENSES:
  Depletion of Net 
    Profits Interests     $  788,251    $1,520,338    $1,623,752
  Impairment provision          -          478,168          -
  General and
    administrative           171,630       173,446       172,922
                           ---------     ---------     ---------
                          $  959,881    $2,171,952    $1,796,674
                           ---------     ---------     ---------

NET INCOME (LOSS)         $1,081,310   ($  870,954)  ($  296,512)
                           =========     =========     =========
GENERAL PARTNER -
  NET INCOME              $   84,925    $   36,393    $   50,124
                           =========     =========     =========
LIMITED PARTNERS - NET
  INCOME (LOSS)           $  996,385   ($  907,347)  ($  346,636)
                           =========     =========     =========
NET INCOME (LOSS)
  per Unit                $     6.97   ($     6.34)  ($     2.42)
                           =========     =========     =========
UNITS OUTSTANDING            143,041       143,041       143,041
                           =========     =========     =========

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

                                 F-33
<PAGE>
<PAGE>
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6
                      GEODYNE NPI PARTNERSHIP P-6
     Combined Statements of Changes in Partners' Capital (Deficit)
         For the Years Ended December 31, 1996, 1995, and 1994


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

Balance, Dec. 31, 1993      $8,651,296   ($21,298)    $8,629,998
  Net income (loss)        (   346,636)    50,124    (   296,512)
  Cash distributions       ( 1,360,000)  ( 70,000)   ( 1,430,000)
                             ---------     ------      ---------

Balance, Dec. 31, 1994      $6,944,660   ($41,174)    $6,903,486
  Net income (loss)        (   907,347)    36,393    (   870,954)
  Cash distributions       (   820,000)  ( 42,500)   (   862,500)
                             ---------     ------      ---------

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

Balance, Dec. 31, 1996      $4,773,698   ($59,021)    $4,714,677
                             =========     ======      =========

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

                                 F-34
<PAGE>
<PAGE>
  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6
                      GEODYNE NPI PARTNERSHIP P-6
                   Combined Statements of Cash Flows
         For the Years Ended December 31, 1996, 1995, and 1994

                                  1996          1995          1994
                              ------------  ------------  ------------

CASH FLOWS FROM OPERATING
  ACTIVITIES:
  Net income (loss)            $1,081,310   ($  870,954)  ($  296,512)
  Adjustments to reconcile
    net income (loss) to net
    cash provided by
    operating activities:
    Depletion of Net 
      Profits Interests           788,251     1,520,338     1,623,752
    Impairment provision             -          478,168          -
    (Gain) loss on sale of
      Net Profits Interests   (    24,815)  (     6,045)          319
    Increase in accounts
      receivable              (   196,497)  (   177,962)  (    53,613)
    Decrease in accounts
      payable                        -             -      (    46,188)
                                ---------     ---------     ---------

  Net cash provided by
    operating activities       $1,648,249    $  943,545    $1,227,758
                                ---------     ---------     ---------

CASH FLOWS FROM INVESTING
  ACTIVITIES:
  Capital expenditures        ($   73,296)  ($   50,621)  ($   66,775)
  Proceeds from sale of 
    Net Profits Interests          27,231        10,790           216
                                ---------     ---------     ---------

  Net cash used by
    investing activities      ($   46,065)  ($   39,831)  ($   66,559)
                                ---------     ---------     ---------
CASH FLOWS FROM FINANCING
  ACTIVITIES:
  Cash distributions          ($1,536,665)  ($  862,500)  ($1,430,000)
                                ---------     ---------     ---------

  Net cash used by financing
    activities                ($1,536,665)  ($  862,500)  ($1,430,000)
                                ---------     ---------     ---------

                                 F-35
<PAGE>
<PAGE>
NET INCREASE (DECREASE) IN
  CASH AND CASH EQUIVALENTS    $   65,519    $   41,214   ($  268,801)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD         254,180       212,966       481,767
                                ---------     ---------     ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD             $  319,699    $  254,180    $  212,966
                                =========     =========     =========

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

                                 F-36
<PAGE>
<PAGE>
                GEODYNE INSTITUTIONAL/PENSION PROGRAM 
              Notes to the Combined Financial Statements
        For the Periods Ended December 31, 1996, 1995, and 1994


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

                                 F-37
<PAGE>
<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, 1996:  


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

                P-1           12,183         11.3%
                P-2            6,985          7.8%
                P-3           38,928         23.0%
                P-4            9,147          7.2%
                P-5           13,119         11.1%
                P-6           10,466          7.3%


     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 in the
"spot  market."   Due to  the highly  competitive nature  of the  spot
market, prices on  the spot market  are subject  to wide seasonal  and
regional  pricing fluctuations.   In addition, such  spot market sales
are  generally short  term  in  nature  and  are  dependent  upon  the
obtaining of transportation services provided by pipelines.  


     Allocation of Costs and Revenues

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

                                 F-38
<PAGE>
<PAGE>
                             Before Payout       After Payout
                           ------------------  ------------------
                           General   Limited   General   Limited
                           Partner   Partners  Partner   Partners
                           -------   --------  -------   --------
          Costs(1)
-------------------------

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(2)    5%        95%       15%       85%

         Income(1)
-------------------------

Temporary investments of
  Limited Partners' capital
  contributions              1%        99%        1%       99%
Income from oil and gas 
  production(2)              5%        95%       15%       85%
Gain on sale of 
  Net Profits Interests(2)   5%        95%       15%       85%
All other income(2)          5%        95%       15%       85%

----------

(1)  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-39
<PAGE>
<PAGE>
(2)  If, at payout,  the total distributions  received by the  Limited
     Partners from the commencement  of the property investment period
     have averaged on  an annualized basis an amount that is less than
     12%  of the  Limited Partners'  subscriptions, the  percentage of
     income, and costs  which are  shared in the  same proportions  as
     income,  allocated to the  General Partner will  increase to only
     10%  and the Limited Partners will be allocated 90% thereof until
     such  time, if  ever,  that  the  distributions  to  the  Limited
     Partners from the commencement  of the property investment period
     reaches a  yearly average equal  to at  least 12% of  the Limited
     Partners' subscriptions.  Thereafter, income, and costs shared in
     the  same proportions  as income,  will be  allocated 15%  to the
     General Partner and 85% to the Limited Partners.


     Basis of Presentation

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


     Cash and Cash Equivalents

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


     Credit Risk

     Accrued oil and gas sales which are due from a variety of oil and
gas purchasers  subject the Partnerships to a  concentration of credit
risk.   Some  of these  purchasers  are discussed  in Note  4 -  Major
Customers.  Subsequent to year-end, all  oil and gas sales accrued  as
of December 31, 1996 have been collected.  


     Receivable from General Partner

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

                                 F-40
<PAGE>

     Net Profits Interests

     The  Partnerships  follow   the  successful  efforts   method  of
accounting  for their  Net Profits  Interests.   Under  the successful
efforts  method, the  Partnerships capitalize  all  acquisition costs.
Such acquisition costs include costs  incurred by the Partnerships  or
the  General  Partner to  acquire  a Net  Profits  Interest, including
related   title   insurance   or   examination   costs,   commissions,
engineering,  legal and  accounting fees,  and similar  costs directly
related to the acquisitions  plus an allocated portion of  the General
Partner's property screening costs.   The net acquisition cost  to the
Partnerships  of 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, 1996, 1995, and 1994 were as follows:  

                Partnership    1996   1995   1994
                -----------    ----   -----  -----

                    P-1        2.90   5.52    7.46
                    P-2        3.09   5.93    7.30
                    P-3        3.11   5.97    7.23
                    P-4        4.22   5.62    9.26
                    P-5        3.20   5.55   10.31
                    P-6        3.66   6.10    6.01


     Effective  October   1,  1995,   the  Partnerships  adopted   the
requirements  of Statement of  Financial Accounting Standards ("SFAS")
No.  121,  "Accounting for  the Impairment  of  Long Lived  Assets and
Assets  Held  for  Disposal,"  which  is  intended  to  establish more
consistent accounting  standards for  measuring the  recoverability of
long-lived  assets.     SFAS  No.  121   requires  successful  efforts
companies, like  the Partnerships,  to evaluate the  recoverability of
the carrying costs  of their Net Profits Interests at the lowest level
for   which  there  are  identifiable  cash  flows  that  are  largely
independent of the cash flows of other 

                                 F-41
<PAGE>
<PAGE>
groups  of Net Profits Interests.   With respect  to the Partnerships'
Net  Profits Interests, this evaluation was  performed for each field,
rather than for  the Partnerships' Net Profits Interests as a whole as
previously allowed by the  Securities and Exchange Commission ("SEC").
SFAS No. 121  provides that if  the unamortized  costs of Net  Profits
Interests exceed the expected undiscounted future cash flows from such
Net Profits Interests, the cost of the Net Profits Interest is written
down to fair value, which is determined by using the discounted future
cash  flows.   The  following non-cash  charges  were recorded  by the
Partnerships  during the fourth quarter  of 1995 pursuant  to SFAS No.
121 and  during  the year  ended  December 31,  1994 pursuant  to  the
Partnerships' prior impairment policy:


              Partnership      1995         1994
              -----------    --------    ----------

                 P-1         $ 86,264          -
                 P-2          182,970          -
                 P-3          377,983          -
                 P-4          581,036          -
                 P-5          194,933    $1,191,000
                 P-6          478,168          -

No such charge  was recorded for any Partnership during the year ended
December 31, 1996.  

     Subsequent to December  31, 1996,  the oil and  gas industry  has
seen a  drop in oil and  gas prices.  The  Partnerships' reserves were
determined at December 31, 1996 using oil and gas prices of $23.75 per
barrel and $3.57 per Mcf, respectively.  As of the date of this Annual
Report on Form  10-K, oil and gas prices received  by the Partnerships
have decreased to approximately  $19.00 per barrel and $1.60  per Mcf,
respectively (the "Filing Date  Prices").  If the Filing  Date Prices,
as opposed  to December 31,  1996 prices, were  used to determine  the
recoverability of  the Partnerships' oil and  gas reserves, impairment
provisions  in  the  following  approximate amounts  would  have  been
required at December 31, 1996:

                    Partnership     Amount
                    -----------    --------
                       P-1         $114,000
                       P-2          114,000
                       P-3          221,000
                       P-4           85,000
                       P-5          123,000
                       P-6          445,000

                                 F-42
<PAGE>
<PAGE>
If the Filing  Date Prices are in effect on March  31, 1997, the above
impairment provisions will be reflected in the Partnerships' financial
statements as of  March 31, 1997.  Impairment provisions do not impact
the Partnerships' cash flows  from operating activities; however, they
do impact the amount  of General Partner and Limited  Partner capital.
The  risk that  the Partnerships  will be  required to  record further
impairment  provisions  in  the  future,  beyond  those  noted  above,
increases when oil and gas prices are depressed.  Accordingly, the P-4
Partnership  has Net  Profits Interests  in two  fields and  all other
Partnerships have Net Profits Interests in three fields in which it is
reasonably possible that impairment provisions will be recorded in the
near term if gas prices decrease below the Filing Date Prices.

     Revenues from a  net profits interest consist  of a share  of the
oil  and  gas sales  of the  property,  less operating  and production
expenses.  


     Accounts Receivable (Accounts Payable) - Net Profits

     The  Partnerships accrue for  oil and gas  revenues less expenses
from its  Net  Profits Interests.    Sales of  gas applicable  to  the
Partnerships' Interests in  producing oil and gas  leases are recorded
as revenue when the  gas is metered and title  transferred pursuant to
the  gas  sales  contracts  covering  the  Partnerships'  Net  Profits
Interests.  During  such times as a Partnership's sales  of gas exceed
its 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  underlying the
property, at  which time such excess is recorded as a liability.  This
liability  is  recorded as  a reduction  to  accounts receivable.   At
December  31, 1996 and 1995 total sales exceeded the Partnerships' Net
Profits Interests in estimated total gas reserves as follows:


                          1996                    1995
                  --------------------    --------------------
   Partnership       Mcf      Amount         Mcf      Amount
   -----------    --------  ----------    --------  ----------

       P-1        (11,242)  ($16,863)     ( 7,107)  ($13,788)
       P-2        (10,944)  ( 16,416)     ( 5,634)  ( 10,986)
       P-3        (20,540)  ( 30,810)     (14,235)  ( 27,758)
       P-4        (26,973)  ( 40,460)     (12,424)  ( 24,972)
       P-5        (12,159)  ( 18,239)     ( 5,931)  ( 11,388)
       P-6        ( 3,483)  (  5,225)     ( 4,567)  (  8,495)

                                 F-43
<PAGE>
<PAGE>
     Also included  in accounts receivable from  (accounts payable to)
oil  and gas  sales  are amounts  which  represent costs  deferred  or
accrued for lease  operating expenses incurred in connection  with the
Partnerships'   net  underproduced   or  overproduced   gas  imbalance
positions.  At December 31, 1996 and  1995, cumulative total gas sales
volumes were  less  than (more  than)  the Partnerships'  Net  Profits
Interests in gas production by the following amounts:  

                          1996                   1995
                  --------------------   ---------------------
   Partnership       Mcf      Amount        Mcf       Amount
   -----------    ---------  ---------   ---------  ----------

       P-1          41,624    23,626       78,404    $ 49,002
       P-2          40,121    23,254       72,177      47,369
       P-3          77,659    44,934      131,563      86,739
       P-4         204,628    98,630      223,838     106,838
       P-5        ( 71,197)  (25,190)    ( 66,114)  (  20,264)
       P-6        (107,990)  (55,259)    (102,560)  (  54,674)


   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.

                                 F-44
<PAGE>
<PAGE>
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.  The  following is a summary  of
payments  made to  the  General  Partner  or  its  affiliates  by  the
Partnerships for general and administrative costs for the years  ended
December 31, 1996, 1995, and 1994:

           Partnership      1996      1995      1994
           -----------    --------  --------  --------

               P-1        $113,760  $113,760  $113,762
               P-2          94,836    94,836    94,836
               P-3         178,560   178,560   178,565
               P-4         132,960   132,960   132,954
               P-5         124,680   124,680   124,683
               P-6         150,564   150,564   150,569


     Affiliates of the Partnerships  operate certain of the properties
in  which  the Partnerships  owned 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.  

     During  1995 and 1994, gas production from some of the properties
in which the Partnerships owned a  Net Profits Interest was sold to El
Paso Energy Marketing  Company, formerly known as Premier  Gas Company
("El Paso"). El  Paso, like  other similar gas  marketing firms,  then
resold  such gas to  third parties at  market prices.   El Paso was an
affiliate of the Partnerships until December 6, 1995.  

3.   MAJOR CUSTOMERS

     The  following  table  sets  forth  purchasers  who  individually
accounted  for more than ten percent of the Partnerships' combined oil
and gas  sales during the  years ended  December 31,  1996, 1995,  and
1994:
                                 F-45
<PAGE>
<PAGE>
                                                 Percentage
                                             -------------------
  Partnership            Purchaser           1996   1995   1994
  -----------    ------------------------    -----  -----  -----

      P-1        El Paso                     23.0%  18.4%  22.9%
                 Texaco Exploration and
                   Production, Inc.
                   ("Texaco")                10.4%  13.0%    - % 
                 Chevron U.S.A., Inc.        10.1%    - %    - %

      P-2        El Paso                     22.4%  17.7%  23.0%
                 Texaco                      12.6%  13.7%    - %
 
      P-3        El Paso                     22.3%  17.7%  22.9%
                 Texaco                      12.7%  13.6%    - %

      P-4        El Paso                     60.2%  49.9%  52.8%
                 Mesa Pipeline Co.           18.2%  18.6%    - %
                 Mesa Operating Ltd.
                   Partnership                 - %    - %  15.4%
                 Snyder Oil Corp.              - %    - %  10.1%

      P-5        El Paso                     62.0%  55.6%  70.0%
                 Apache Corporation            - %  12.4%    - %

      P-6        El Paso                     27.0%  42.5%  33.2%
                 Western Gas Resources         - %    - %  10.7%
                 Houston Pipeline Company      - %    - %  18.9%
                 Tejas Gas Marketing 
                   Company                   13.7%    - %    - %
                 HPL Resources Company       19.1%    - %    - %

     In the event  of interruption of  purchases by one or  more 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, 1996
and 1995 were as follows:

                                 F-46
<PAGE>
<PAGE>
                            P-1 Partnership
                            ---------------
                                           1996          1995
                                       ------------  ------------
Net Profits Interests in proved 
  oil and gas properties                $7,343,643    $8,080,020
Net Profits Interests in unproved 
  oil and gas properties not 
  subject to depletion                     788,097       788,097
                                         ---------     ---------

                                        $8,131,740    $8,868,117

Less accumulated depletion
  and valuation allowance              ( 5,451,735)  ( 5,841,858)
                                         ---------     ---------
  Net Profits Interests, net            $2,680,005    $3,026,259
                                         =========     =========

                            P-2 Partnership
                            ---------------
                                           1996          1995
                                       ------------  ------------
Net Profits Interests in proved 
  oil and gas properties                $6,049,274    $6,807,611
Net Profits Interests in unproved 
  oil and gas properties not 
  subject to depletion                     614,888       614,888
                                         ---------     ---------

                                        $6,664,162    $7,422,499

Less accumulated depletion
  and valuation allowance              ( 4,462,782)  ( 4,911,792)
                                         ---------     ---------
  Net Profits Interests, net            $2,201,380    $2,510,707
                                         =========     =========

                                 F-47
<PAGE>
<PAGE>
                         P-3 Partnership
                         ---------------
                                         1996           1995
                                     -------------  -------------
Net Profits Interests in proved 
  oil and gas properties              $11,377,680    $12,790,404
Net Profits Interests in unproved 
  oil and gas properties not 
  subject to depletion                  1,193,468      1,193,468
                                       ----------     ----------

                                      $12,571,148    $13,983,872

Less accumulated depletion
  and valuation allowance            (  8,414,617)  (  9,243,233)
                                       ----------     ----------
  Net Profits Interests, net          $ 4,156,531    $ 4,740,639
                                       ==========     ==========


                            P-4 Partnership
                            ---------------
                                         1996           1995
                                     -------------  -------------
Net Profits Interests in proved 
  oil and gas properties              $ 8,753,695    $10,593,452
Net Profits Interests in unproved 
  oil and gas properties not 
  subject to depletion                    735,371        735,371
                                       ----------     ----------

                                      $ 9,489,066    $11,328,823

Less accumulated depletion
  and valuation allowance            (  6,921,405)  (  8,029,368)
                                       ----------     ----------
  Net Profits Interests, net          $ 2,567,661    $ 3,299,455
                                       ==========     ==========

                                 F-48
<PAGE>
<PAGE>
                            P-5 Partnership
                            ---------------
                                         1996           1995
                                     -------------  -------------
Net Profits Interests in proved 
  oil and gas properties              $ 9,461,206    $ 9,643,267
Net Profits Interests in unproved 
  oil and gas properties not 
  subject to depletion                    897,564        897,564
                                       ----------     ----------

                                      $10,358,770    $10,540,831

Less accumulated depletion
  and valuation allowance            (  7,822,180)  (  7,632,597)
                                       ----------     ----------
  Net Profits Interest, net           $ 2,536,590    $ 2,908,234
                                       ==========     ==========


                            P-6 Partnership
                            ---------------
                                         1996           1995
                                     -------------  -------------
Net Profits Interests in proved 
  oil and gas properties              $12,204,492    $12,253,886
Net Profits Interests in unproved 
  oil and gas properties not 
  subject to depletion                    454,263        454,263
                                       ----------     ----------

                                      $12,658,755    $12,708,149

Less accumulated depletion
  and valuation allowance            (  8,691,849)  (  8,023,872)
                                       ----------     ----------
  Net Profits Interests, net          $ 3,966,906    $ 4,684,277
                                       ==========     ==========

                                 F-49
<PAGE>
<PAGE>
  Costs Incurred

  Costs incurred for the years ended December 31, 1996, 1995, and 1994
for each of the Partnerships were as follows:

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

                                         1996     1995     1994
                                        -------  -------  -------
Acquisition of Net Profits Interests    $  -     $ -      $  -

Development costs of Net Profits 
  Interests                              12,540   4,566    15,149
                                         ------   -----    ------
                                        $12,540  $4,566   $15,149
                                         ======   =====    ======


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

                                         1996     1995     1994
                                        -------  -------  -------
Acquisition of Net Profits Interests    $ -      $  -     $  -

Development costs of Net Profits
  Interests                              6,613    9,877    20,511
                                         -----    -----    ------
                                        $6,613   $9,877   $20,511
                                         =====    =====    ======


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

                                          1996    1995      1994
                                        -------- -------  -------
Acquisition of Net Profits Interests     $  -    $  -     $  -

Development costs of Net Profits
  Interests                               12,220  19,116   39,265
                                          ------  ------   ------
                                         $12,220 $19,116  $39,265
                                          ======  ======   ======

                                 F-50
<PAGE>
<PAGE>
                            P-4 Partnership
                            ---------------

                                          1996    1995     1994
                                        -------- -------  -------

Acquisition of Net Profits Interests    $ -      $  -     $  -  

Development costs of Net Profits
  Interests                                804    19,172   15,542
                                           ---    ------   ------
                                          $804   $19,172  $15,542
                                           ===    ======   ======


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

                                         1996     1995     1994
                                        -------  -------  -------
Acquisition of Net Profits Interests    $ -      $  -     $  -  

Development costs of Net Profits
  Interests                              2,807    29,603   44,895
                                         -----    ------   ------
                                        $2,807   $29,603  $44,895
                                         =====    ======   ======



                            P-6 Partnership
                            ---------------
                                         1996     1995     1994
                                        -------  -------  -------

Acquisition of Net Profits Interests    $  -     $  -     $  -  

Development costs of Net Profits
  Interests                              73,296   50,621   66,775
                                         ------   ------   ------
                                        $73,296  $50,621  $66,775
                                         ======   ======   ======

                                 F-51
<PAGE>
<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.


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

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

Proved reserves, December 31, 1993          284,744    3,257,736
  Production                               ( 45,617)  (  544,265)
  Sales of minerals in place               (    161)  (      325)
  Revisions of previous estimates             9,058   (   56,773)
                                            -------    ---------

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

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

Proved reserves, December 31, 1996          251,262    2,701,360
                                            =======    =========
PROVED DEVELOPED RESERVES:
  December 31, 1994                         248,024    2,633,606
                                            =======    =========
  December 31, 1995                         250,640    2,696,222
                                            =======    =========
  December 31, 1996                         249,094    2,674,248
                                            =======    =========


                                 F-52
<PAGE>
<PAGE>
                            P-2 Partnership
                            ---------------

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

Proved reserves, December 31, 1993          205,271    2,959,071
  Production                               ( 32,934)  (  418,655)
  Sales of minerals in place               (    135)  (      472)
  Revisions of previous estimates             7,668   (   65,378)
                                            -------    ---------

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

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

Proved reserves, December 31, 1996          185,693    2,448,132
                                            =======    =========
PROVED DEVELOPED RESERVES:
  December 31, 1994                         179,870    2,459,020
                                            =======    =========
  December 31, 1995                         180,292    2,489,876
                                            =======    =========
  December 31, 1996                         183,318    2,418,444
                                            =======    =========
                                 F-53
<PAGE>
<PAGE>
                            P-3 Partnership
                            ---------------

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

Proved reserves, December 31, 1993          380,812    5,632,961
  Production                               ( 61,063)  (  790,479)
  Sales of minerals in place               (    250)  (      863)
  Revisions of previous estimates            13,756   (  139,432)
                                            -------    ---------

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

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

Proved reserves, December 31, 1996          344,453    4,622,201
                                            =======    =========
PROVED DEVELOPED RESERVES:
  December 31, 1994                         333,255    4,673,503
                                            =======    =========
  December 31, 1995                         334,022    4,709,163
                                            =======    =========
  December 31, 1996                         339,979    4,566,276
                                            =======    =========

                                 F-54
<PAGE>
<PAGE>
                            P-4 Partnership
                            ---------------

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

Proved reserves, December 31, 1993          118,800    4,846,195
  Production                               ( 34,540)  (  914,352)
  Sales of minerals in place               (     14)  (      757)
  Revisions of previous estimates            10,388   (  125,860)
                                            -------    ---------

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

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

Proved reserves, December 31, 1996           75,797    3,123,119
                                            =======    =========
PROVED DEVELOPED RESERVES:
  December 31, 1994                          94,341    3,753,688
                                            =======    =========
  December 31, 1995                          84,394    3,472,359
                                            =======    =========
  December 31, 1996                          69,266    3,022,629
                                            =======    =========

                                 F-55
<PAGE>
<PAGE>
                            P-5 Partnership
                            ---------------

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

Proved reserves, December 31, 1993          46,503     4,631,535
  Production                               ( 9,313)   (  901,804)
  Sales of minerals in place               (     8)   (    1,281)
  Revisions of previous estimates          ( 1,506)       24,165 
                                            ------     ---------

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

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

Proved reserves, December 31, 1996          51,531     3,261,422
                                            ======     =========
PROVED DEVELOPED RESERVES:
  December 31, 1994                         24,952     3,548,806
                                            ======     =========
  December 31, 1995                         36,017     3,180,500
                                            ======     =========
  December 31, 1996                         51,388     3,232,004
                                            ======     =========

                                 F-56
<PAGE>
<PAGE>
                            P-6 Partnership
                            ---------------

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

Proved reserves, December 31, 1993         167,537    7,949,856
  Production                              ( 19,711)  (1,502,411)
  Sales of minerals in place              (      3)  (      440)
  Revisions of previous estimates            9,329    1,027,315 
                                           -------    ---------

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

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

Proved reserves, December 31, 1996         140,380    5,483,120
                                           =======    =========
PROVED DEVELOPED RESERVES:
  December 31, 1994                        145,841    7,289,113
                                           =======    =========
  December 31, 1995                        149,244    5,927,504
                                           =======    =========
  December 31, 1996                        140,330    5,473,020
                                           =======    =========


     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,  1996 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-57
<PAGE>
<PAGE>
                                       Partnership
                        -----------------------------------------
                             P-1           P-2           P-3
                        ------------  ------------  -------------

Future cash inflows      $15,789,650   $13,490,597   $25,341,322
Future production and
  development costs     (  3,234,752) (  2,904,363) (  5,492,232)
                          ----------    ----------    ----------

Future net cash flows    $12,554,898   $10,586,234   $19,849,090

10% discount to
  reflect timing
  of cash flows         (  5,150,734) (  4,356,971) (  8,167,807)
                          ----------    ----------    ----------

Standardized measure
  of discounted future
  net cash flows         $ 7,404,164   $ 6,229,263   $11,681,283
                          ==========    ==========    ==========


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

Future cash inflows      $13,537,516   $12,307,368   $22,213,533
Future production and
  development costs     (  3,087,539) (  2,776,870) (  6,751,045)
                          ----------    ----------    ----------

Future net cash flows    $10,449,977   $ 9,530,498   $15,462,488

10% discount to
  reflect timing
  of cash flows         (  3,374,479) (  3,308,502) (  4,852,430)
                          ----------    ----------    ----------

Standardized measure
  of discounted future
  net cash flows         $ 7,075,498   $ 6,221,996   $10,610,058
                          ==========    ==========    ==========

                                 F-58
<PAGE>
<PAGE>
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 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, 1996 using oil and gas prices
of $23.75 per barrel and $3.57 per Mcf, respectively.   As of the date
of this Annual Report on Form 10-K, oil and gas prices received by the
Partnerships  had decreased  to  approximately $19.00  per barrel  and
$1.60 per Mcf, respectively.   If such prices, as opposed  to December
31,  1996 prices, were used in calculating the standardized measure of
discounted future net cash  flows of the Partnerships' proved  oil and
gas  reserves as of December 31, 1996,  such decrease would have had a
significant effect on the value of the reserves disclosed herein.

                                 F-59
<PAGE>
<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 8-A filed by the related Partnerships on
          the  dates  shown  below  and  are  hereby  incorporated  by
          reference.

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

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

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


                                   F-60
<PAGE>
<PAGE>
4.4       Second  Amendment to  Agreement  of Limited  Partnership  of
          Geodyne  Institutional/Pension Energy  Income   P-1  Limited
          Partnership,  filed as  Exhibit 4.1 to  Registrants' Current
          Report on Form  8-K dated August 2, 1993 filed  with the SEC
          on August 10, 1993 and is hereby incorporated by reference.

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

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

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

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

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

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

                                 F-61
<PAGE>
<PAGE>
4.11      Third  Amendment  to  Agreement  of  Limited  Partnership of
          Geodyne  Institutional/Pension  Energy  Income  P-2  Limited
          Partnership,  filed as  Exhibit 4.11 to  Registrant's Annual
          Report on Form  10-K for  the year ended  December 31,  1995
          filed   with  the  SEC  on  April  1,  1996  and  is  hereby
          incorporated by reference.

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

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

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

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

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

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

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

                                 F-62
<PAGE>
<PAGE>
*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 Partner-
          ship P-5.

*23.6     Consent of Ryder Scott  Company, Petroleum Engineers for the
          Geodyne Institutional/Pension Energy Income Limited Partner-
          ship 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, 1996 and for  the year ended December 31,
          1996.

*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, 1996 and for the  year ended December 31,
          1996.

*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, 1996 and for the year  ended December 31,
          1996.

*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, 1996 and for the year ended  December 31,
          1996.

*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, 1996 and for the year ended December  31,
          1996.

*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, 1996 and for the year ended December 31,
          1996.

                                 F-63
<PAGE>
<PAGE>
          All other Exhibits are omitted as inapplicable.  

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


                                 F-64
<PAGE>