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, 2006

Commission File Number:  P-7:  0-20265     P-8:  0-20264

                   GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
                             LIMITED PARTNERSHIP P-7
                   GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
                             LIMITED PARTNERSHIP P-8
       -----------------------------------------------------------------
            (Exact name of Registrant as specified in its Articles)

                                            P-7:  73-1367186
            Oklahoma                        P-8:  73-1378683
---------------------------------       ----------------------
(State or other jurisdiction of         (I.R.S. Employer
 incorporation or organization)          Identification No.)

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

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

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

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

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

                  Yes    X    No
            ----        ----

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

                  Yes    X    No
            ----        ----

                                      -1-
<PAGE>



     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.


             X    Yes         No
            ----        ----

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

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

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

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

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

                  Yes    X    No
            ----        ----

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


      DOCUMENTS INCORPORATED BY REFERENCE: None


                                       -2-
<PAGE>

                                   FORM 10-K
                               TABLE OF CONTENTS


PART I..................................................................... 4
      ITEM 1.   BUSINESS................................................... 4
      ITEM 1A.  RISK FACTORS............................................... 9
      ITEM 1B.  UNRESOLVED STAFF COMMENTS................................. 15
      ITEM 2.   PROPERTIES................................................ 15
      ITEM 3.   LEGAL PROCEEDINGS......................................... 22
      ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS....... 22

PART II....................................................................22
      ITEM 5.   MARKET FOR UNITS, RELATED LIMITED PARTNER  MATTERS, AND
                ISSUER PURCHASES OF UNITS................................. 22
      ITEM 6.   SELECTED FINANCIAL DATA................................... 25
      ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS ...................... 28
      ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
                MARKET RISK .............................................. 43
      ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA............... 43
      ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                ACCOUNTING AND FINANCIAL DISCLOSURE....................... 44
      ITEM 9A.  CONTROLS AND PROCEDURES................................... 44
      ITEM 9B.  OTHER INFORMATION......................................... 44

PART III.................................................................. 44
     ITEM  10.  DIRECTORS, EXECUTIVE OFFICERS OF THE GENERAL PARTNER,
                AND CORPORATE GOVERNANCE ................................. 44
      ITEM 11.  EXECUTIVE COMPENSATION.................................... 46
      ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                AND MANAGEMENT............................................ 50
      ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
                DIRECTOR INDEPENDENCE .................................... 51
      ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.................... 53

PART IV................................................................... 54
      ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES................ 54

SIGNATURES................................................................ 59



                                       -3-
<PAGE>




                                    PART I.

ITEM 1.     BUSINESS

      General

     The Geodyne  Institutional/Pension  Energy Income Limited  Partnership  P-7
(the "P-7 Partnership") and Geodyne  Institutional/Pension Energy Income Limited
Partnership P-8 (the "P-8 Partnership")  (collectively,  the "Partnerships") are
limited   partnerships   formed  under  the  Oklahoma  Revised  Uniform  Limited
Partnership  Act.  Each  Partnership  is  composed  of Geodyne  Resources,  Inc.
("Geodyne" or the "General  Partner"),  a Delaware  corporation,  as the general
partner,  Geodyne Institutional  Depositary 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
February 28, 1992.

     The  General  Partner  currently  serves as  general  partner of 26 limited
partnerships,  including the Partnerships. The General Partner is a wholly-owned
subsidiary  of Samson  Investment  Company.  Samson  Investment  Company and its
various  corporate  subsidiaries,  including the General  Partner  (collectively
"Samson"),  are  primarily  engaged in the  production  and  development  of and
exploration  for oil and gas  reserves  and the  acquisition  and  operation  of
producing   properties.   At  December  31,  2006  Samson  owned   interests  in
approximately  12,000  oil and gas wells  located  in 19  states  of the  United
States,  Alberta Canada, and the United Kingdom North Sea. At December 31, 2006,
Samson  operated  approximately  4,000 oil and gas wells located in 15 states of
the United States and Alberta Canada.

     Until liquidation (see "Partnership  Termination"  below), the Partnerships
are 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 oil and gas properties ("Working Interests") which were acquired by
affiliated oil and gas investment  programs or other affiliates (the "Affiliated
Programs").  Net profits  interests  entitle the  Partnerships to a share of net
revenues from producing  properties measured by a specific percentage of the net
profits realized by such Affiliated  Programs on those properties.  Except where
otherwise   noted,   references  to  certain   operational   activities  of  the
Partnerships  are actually the  activities of the  Affiliated  Programs.  As the
holder of a net profits interest,  a Partnership is not liable to pay any amount
by which  oil and gas  operating  costs and  expenses  exceed  revenues  for any
period,  although any deficit,  together with interest, is applied to reduce the
amounts  payable to the  Partnership in subsequent  periods.  As used throughout
this Annual Report on Form 10-K ("Annual  Report") the Partnerships' net profits
and

                                       -4-
<PAGE>

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'
capitalized cost of their Net Profits Interests are calculated after considering
such costs, the Partnerships also indirectly engage in development drilling.

     As limited partnerships,  the Partnerships have no officers,  directors, or
employees. They rely instead on the personnel of the General Partner and Samson.
As of February  15,  2007,  Samson  employed  approximately  1,200  persons.  No
employees  are  covered by  collective  bargaining  agreements,  and  management
believes  that  Samson  provides a sound  employee  relations  environment.  For
information  regarding the executive officers of the General Partner,  see "Item
10.  Directors  and  Executive  Officers  of the General  Partner and  Corporate
Governance."

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


      Partnership Termination

     Pursuant to the terms of the  partnership  agreements for the  Partnerships
(the  "Partnership  Agreements"),  the  Partnerships  would have  terminated  on
February 28, 2002. However, the Partnership  Agreements provide that the General
Partner may extend the term of each  Partnership  for up to five  periods of two
years each. The General Partner has extended the terms of the  Partnerships  for
their third  extension  period to December  31, 2007.  On February 5, 2007,  the
General  Partner  mailed a notice to the limited  partners  announcing  that the
Partnerships will terminate at the end of their current term, December 31, 2007.
See "Item 7.  Management's  Discussion  and Analysis of Financial  Condition and
Results of  Operations"  for more  information  regarding  the  termination  and
liquidation of the Partnerships.


      Funding

     Although the  Partnership  Agreements  permit each  Partnership  to incur a
limited amount of 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 the  Partnerships  for the same
purposes for which Partnership borrowings are authorized.

                                      -5-
<PAGE>



      Principal Products Produced and Services Rendered

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


      Competition and Marketing

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

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

      *  Worldwide and domestic supplies of oil and natural gas;
      *  The ability of the members of the Organization of Petroleum Exporting
         Countries  ("OPEC") to agree upon and maintain oil prices and
         production quotas;
      *  Political instability or armed conflict in oil-producing regions or
         around major shipping areas;
      *  The level of consumer demand and overall economic activity;
      *  The competitiveness of alternative fuels;
      *  Weather conditions and the impact of weather-related events;
      *  The availability and proximity of pipelines for transportation;

                                       -6-
<PAGE>


      *  Domestic and foreign government regulations and taxes;
      *  Market expectations; and
      *  The effect of worldwide energy conservation.

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

     As discussed in "Item 7. Management's  Discussion and Analysis of Financial
Condition  and  Results of  Operations,"  the  Partnerships  will  terminate  on
December 31, 2007. The volumes, pricing, and expense factors discussed above may
also impact the price the Partnerships  receive for their oil and gas properties
in connection with the liquidation of the Partnerships' assets.


      Significant Customers

     The  following  customers  accounted for ten percent or more of the oil and
gas revenues  attributable to the Partnerships' Net Profits Interests during the
year ended December 31, 2006:

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

    P-7           Occidental Energy Marketing, Inc.
                  ("Occidental")                                     37.3%
                  Hunt Oil Company ("Hunt")                          14.0%
                  Plains Marketing, L.P.                             11.0%

    P-8           Occidental                                         36.0%
                  Hunt                                               12.6%

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

     The Partnerships' principal customers for crude oil production are refiners
and other companies which have pipeline facilities near the producing properties
in which the Partnerships own Net Profits Interests. In the event pipeline

                                       -7-
<PAGE>


facilities  are not  conveniently  available to production  areas,  crude oil is
usually trucked by purchasers to storage facilities.


      Oil, Gas, and Environmental Control Regulations

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

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

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

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


      Insurance Coverage

     Exploration  for and production of oil and gas are subject to many inherent
risks,  including  blowouts,   pollution,   fires,  and  other  casualties.  The
Partnerships  maintain  insurance  coverage as is  customary  for  entities of a
similar size engaged in similar

                                       -8-
<PAGE>


operations,  but losses can occur from uninsurable risks or in amounts in excess
of  existing  insurance  coverage.  For  example,  many types of  pollution  and
contamination can exist,  undiscovered,  for long periods of time and can result
in substantial  environmental  liabilities which are not insured. The occurrence
of an event  which is not fully  covered  by  insurance  could  have a  material
adverse  effect  on  the  Partnerships'   financial  condition  and  results  of
operations  in that it could  negatively  impact the cash flow received from the
Net Profits Interests.



ITEM 1A.  RISK FACTORS

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

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


      Termination of Partnerships in 2007
      ------------------------------------

     The Partnerships will terminate on December 31, 2007. Upon termination,  we
will sell the  Partnerships'properties.  There is no assurance  that the market
for the Partnerships' properties will be favorable at that time. The market for
oil and gas properties  is highly  dependent on current and  anticipated  future
prices for oil and gas. These prices fluctuate due to a number of uncontrollable
factors as  described  in the  following  paragraph.  A decrease in oil and gas
prices and/or  anticipated  future oil and gas prices would probably depress the
market for oil and gas  properties  and result in lowered sales  proceeds to the
Partnerships.


      Oil and Natural Gas Prices Fluctuate Due to a Number of
      -------------------------------------------------------
      Uncontrollable Factors, and any Decline Will Adversely
      ------------------------------------------------------
      Affect the Partnerships' Financial Condition.
      ---------------------------------------------

     The Partnerships' results of operations depend upon the prices they receive
for their  oil and  natural  gas as well as the sales of oil and gas  properties
pursuant to the liquidation plan described in "Item 7.  Management's  Discussion
and Analysis of Financial Condition and Results of Operations." We sell most of

                                       -9-
<PAGE>


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

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

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

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


      Reserve Estimates Depend on Many Assumptions that may Turn
      ----------------------------------------------------------
      out to be Inaccurate.  Any Material Inaccuracies in the
      -------------------------------------------------------
      Partnerships' Reserve Estimates or Underlying Assumptions
      ---------------------------------------------------------
      Could Cause the Quantities and Net Present Value of Their
      ---------------------------------------------------------
      Reserves to be Overstated.
      --------------------------

     Estimating  quantities  of proved oil and natural gas reserves is a complex
process.  It requires  interpretations  of available  technical data and various
assumptions, including assumptions

                                       -10-
<PAGE>


relating  to  economic   factors.   Any   significant   inaccuracies   in  these
interpretations   or  assumptions  or  changes  of  condition  could  cause  the
quantities and net present value of the Partnerships' reserves to be overstated.

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

     You should not assume that the present  value of future net cash flows from
the  Partnerships'  proved  reserves  shown in this Annual Report is the current
market value of their estimated oil and natural gas reserves. In accordance with
Securities  and Exchange  Commission  requirements,  the  Partnerships  base the
estimated  discounted future net cash flows from their proved reserves on prices
and costs on the date of the  estimate.  Actual  current  and future  prices and
costs may differ  materially  from those used in the earlier  net present  value
estimate,  and as a result, net present value estimates using current prices and
costs may be  significantly  less than the earlier estimate which is provided in
this Annual  Report.  See "Item 2.  Properties-Proved  Reserves  and Net Present
Value".

     We have  included in Note 7 to the  financial  statements  included in this
Annual Report unaudited  balance sheets for the Partnerships  which are prepared
on a liquidation  basis,  rather than a going concern basis. While these balance
sheets are prepared  with the intent of showing fair value,  they are also based
on estimates  regarding  future net cash flows until the  properties are sold as
well as the  prices  which  may be  received  for  the  properties  through  the
liquidation  process.  Actual current and future prices and costs as well as the
prices buyers are willing to pay at the time the  properties are sold may differ
materially  from  the  estimates  used  in  the  preparation  of  the  unaudited
liquidation basis balance sheets.

                                      -11-
<PAGE>


      Drilling Oil and Natural Gas Wells is a High-Risk Activity
      ----------------------------------------------------------
      and Subjects Us to a Variety of Factors That We Cannot
      ------------------------------------------------------
      Control.
      --------

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

      *     Unexpected drilling conditions;
      *     Title problems;
      *     restricted access to land for drilling or laying pipeline;
      *     Pressure or irregularities in formations;
      *     Equipment failure or accidents;
      *     Adverse weather conditions; and
      *     Costs of, or shortages or delays in the availability of, drilling
            rigs, tubular materials and equipment.


      The Marketability of the Partnerships' Production is
      ----------------------------------------------------
      Dependent upon Transportation and Processing Facilities Over
      ------------------------------------------------------------
      Which We Have No Control.
      -------------------------

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

                                      -12-
<PAGE>


      Reliance on Third Party Operators
      ---------------------------------

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


      No Market for Units
      -------------------

     The  Partnerships'  Units are not listed on any exchange or national market
system,  and there is no established  public trading market for them.  Secondary
market   activity   for  the  Units  has  been  limited  and  varies  among  the
Partnerships.  The General  Partner's annual  repurchase offer was terminated on
March 9, 2007 in anticipation of the  Partnerships'  termination at December 31,
2007.  Therefore,  you may only sell your Units via (i) occasional  "4.9% tender
offers" which are made for the Units and (ii) transfers facilitated by secondary
trading firms and matching  services.  To ensure that the proper parties receive
their share of the Partnerships'  liquidation proceeds, the General Partner will
not accept,  process, or recognize any transfers of Units (with the exception of
certain  transactions  between  related  persons) for which  completed  transfer
documentation  is not mailed to the General Partner with a postmark on or before
June 30, 2007. Accordingly,  there will be no market for the Partnerships' Units
after June 30,  2007.  See "Item 5. Market for Units,  Related  Limited  Partner
Matters, and Issuer Purchases of Units."


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

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

      *     Discharge permits for drilling operations;
      *     Drilling bonds;
      *     Spacing of wells;

                                      -13-
<PAGE>


      *     Unitization and pooling of properties;
      *     Environmental protection;
      *     Reports concerning operations; and
      *     Taxation.

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

      *     Personal injuries;
      *     Property damage;
      *     Oil spills;
      *     Discharge of hazardous materials;
      *     Reclamation costs;
      *     Remediation and clean-up costs; and
      *     Other environmental damages.

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


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

     Direct and indirect conflicts of interests exist among the Partnerships and
among a  Partnership  and the General  Partner and its  affiliates.  The General
Partner and its  affiliates  engage in many aspects of the oil and gas business,
including  acting as a general  partner  of a number of  affiliated  oil and gas
limited  partnerships.  The  General  Partner and its  affiliates  may engage in
transactions  with a Partnership,  and  Partnerships  will frequently  engage in
transactions with other oil and gas limited partnerships.  These conflicts could
relate to the sale of oil and gas properties in the normal course of business as
well as in the  liquidation  process.  See "Item 13. Certain  Relationships  and
Related Transactions and Director Independence."


      Payments to the General Partner
      -------------------------------

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

                                      -14-
<PAGE>


      Financial Capability of General Partner
      ---------------------------------------

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


      Liability and Indemnification of General Partner and Related
      ------------------------------------------------------------
      Parties
      -------

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



ITEM 1B.    UNRESOLVED STAFF COMMENTS

      None.



ITEM 2.     PROPERTIES

      Well Statistics

     The  following  table  sets  forth  the  number of  productive  wells as of
December 31, 2006 in which the Partnerships had a Net Profits Interest which was
carved from a working interest.

                                 Number of Wells(1)
                             -----------------------
               P/ship        Total      Oil      Gas
               ------        -----      ---      ---
                P-7          1,031      848      183
                P-8          1,176      867      309

-----------
(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.

                                      -15-
<PAGE>


      Drilling Activities

     During  the year ended  December  31,  2006,  the  Partnerships  indirectly
participated (through their Net Profits Interests) in the developmental drilling
activities described below.


P-7 Partnership
---------------
                                           Revenue
   Well Name            County     St.     Interest     Type      Status
---------------         ------     ---     --------     ----   ---------
Robertson North
 Unit                   Gaines     TX       0.02234      Oil     Producing
 (155 new wells)



P-8 Partnership
---------------
                                           Revenue
   Well Name            County     St.     Interest     Type      Status
---------------         ------     ---     --------     ----     ---------
Robertson North
 Unit                   Gaines     TX       0.01377      Oil     Producing
 (155 new wells)


      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.







                  [Remainder of Page Intentionally Left Blank]







                                     -16-
<PAGE>



                              Net Production Data
                                P-7 Partnership
                                ---------------

                                           Year ended December 31,
                                 -------------------------------------------
                                    2006            2005(1)         2004(1)
                                 ----------       ----------      ----------
   Production:
      Oil (Bbls)                     25,429           31,135          31,850
      Gas (Mcf)                     291,340          311,545         382,030

   Oil and gas sales(2):
      Oil                        $1,575,615       $1,680,925      $1,251,061
      Gas                         1,647,889        2,061,681       1,760,059
                                  ---------        ---------       ---------
        Total                    $3,223,504       $3,742,606      $3,011,120
                                  =========        =========       =========
   Average sales price:
      Per barrel of oil          $    61.96           $53.99          $39.28
      Per Mcf of gas                   5.66             6.62            4.61

------------
(1)  These  amounts  have been  restated  to reflect the sale of the Plains Unit
     during  2006  and  assets  held  for  sale  as  of  December  31,  2006  as
     discontinued  operations.  See  Item 7 for  more  information  about  these
     discontinued operations.

(2)  These amounts differ from the Net Profits included in the P-7 Partnership's
     financial  statements because they do not reflect the reduction in revenues
     of production expenses of $886,588, $1,174,955, and $895,580, respectively,
     incurred by the Affiliated Programs.







                  [Remainder of Page Intentionally Left Blank]



                                      -17-
<PAGE>



                               Net Production Data
                                P-8 Partnership
                                ---------------

                                           Year ended December 31,
                                 -------------------------------------------
                                    2006            2005(1)         2004(1)
                                 ----------       ----------      ----------
   Production:
      Oil (Bbls)                     14,704           17,486          18,930
      Gas (Mcf)                     183,055          206,331         251,571

   Oil and gas sales(2):
      Oil                        $  909,075       $  944,859      $  741,487
      Gas                         1,107,021        1,401,757       1,173,759
                                  ---------        ---------       ---------
        Total                    $2,016,096       $2,346,616      $1,915,246
                                  =========        =========       =========
   Average sales price:
      Per barrel of oil              $61.83           $54.04          $39.17
      Per Mcf of gas                   6.05             6.79            4.67

------------
(1)  These  amounts  have been  restated  to reflect the sale of the Plains Unit
     during  2006  and  assets  held  for  sale  as  of  December  31,  2006  as
     discontinued  operations.  See  Item 7 for  more  information  about  these
     discontinued operations.

(2)  These amounts differ from the Net Profits included in the P-8 Partnership's
     financial  statements because they do not reflect the reduction in revenues
     of production expenses of $541,489,  $723,192, and $528,808,  respectively,
     incurred by the Affiliated Programs.


      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, 2006 which were
attributable  to the  Partnerships'  Net  Profits  Interests.  The  schedule  of
quantities of proved oil and gas reserves was prepared by the General Partner in
accordance with the rules  prescribed by the Securities and Exchange  Commission
(the "SEC"). When preparing such reserves, the General Partner follows the SEC's
definition  regarding oil and gas reserves,  which was first  published in 1978.
The General  Partner  books proved oil and gas  reserves  which  geological  and
engineering  data show with  reasonable  certainty to be recovered in the future
from known reserves under existing economic and operating  conditions.  Probable
reserves are not booked.

     The General Partner combines many methods of reserve estimation in order to
obtain  the most  accurate  forecast,  including  both  volumetric  and  analogy
methods. Many levels of

                                       -18-
<PAGE>


review occur during this process.  First,  the engineers review their respective
wells,  then the  operations  manager and division  vice  presidents  review the
updated  forecasts,  and finally the  executive  vice  president of  engineering
reviews  approximately  the top 85% (or  more)  wells by  value.  All  engineers
reviewing the data have completed their engineering  degrees and/or are licensed
petroleum  engineers.  In addition,  reserve information for the top 80% of each
Partnership's  reserve base (based on volumes) has been  reviewed by Ryder Scott
Company,  L.P. ("Ryder Scott"), an independent petroleum engineering firm. Ryder
Scott has stated to the General  Partner their opinion that (i) the estimates of
reserves for the properties which they reviewed were prepared in accordance with
generally accepted procedures for the estimation of reserves, (ii) they found no
bias  in the  utilization  and  analysis  of  data,  and  (iii)  the  cash  flow
projections provided by Samson of gross and net reserves and associated revenues
and costs based on constant pricing in general appear reasonable.

     Net present  value  represents  estimated  future  gross cash flow from the
production and sale of proved reserves,  net of estimated oil and gas production
costs (including production taxes, ad valorem taxes, and operating expenses) and
estimated  future  development  costs,  discounted at 10% per annum. Net present
value  attributable to the  Partnerships'  proved reserves was calculated on the
basis of current  costs and prices at December  31,  2006.  Such prices were not
escalated  except in  certain  circumstances  where  escalations  were fixed and
readily  determinable in accordance with applicable contract  provisions.  While
oil prices remained relatively constant as of December 31, 2006 and 2005 ($60.85
and $61.06 per barrel, respectively),  gas prices were substantially lower as of
December 31, 2006 ($5.64 per Mcf) than December 31, 2005 ($10.08 per Mcf).  This
decrease  in  gas  prices  caused  the   estimates  of  remaining   economically
recoverable reserves, as well as the values placed on said reserves, at December
31, 2006 to be lower than such  estimates  and values at December 31, 2005.  The
prices  used  in  calculating   the  net  present  value   attributable  to  the
Partnerships'  proved reserves do not necessarily  reflect market prices for oil
and gas  production  subsequent  to December 31, 2006.  In fact,  subsequent  to
December 31, 2006 gas prices increased  significantly  and then declined.  There
can be no assurance that the prices used in calculating the net present value of
the Partnerships' proved reserves at December 31, 2006 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.

                                     -19-
<PAGE>


Although  every  reasonable  effort has been made to ensure  that these  reserve
estimates represent the most accurate assessment  possible,  the significance of
the  subjective  decisions  required and variances in available data for various
reservoirs  make these  estimates  generally  less precise than other  estimates
presented in connection with financial statement disclosures.

     The  reserves  table  below  reflects   reserves  as  either   discontinued
operations  or  continuing  operations.  The  discontinued  operations  reserves
consist of all the properties  classified as assets held for sale as of December
31,  2006.  See "Item 7.  Management's  Discussion  and  Analysis  of  Financial
Condition  and  Results  of  Operations"  for  more   information   about  these
discontinued operations.


                               Proved Reserves and
                               Net Present Values
                              From Proved Reserves
                           As of December 31, 2006(1)


                                       Oil and   Net Present Value
                              Gas      Liquids     (discounted at
                             (Mcf)      (Bbls)     10% per annum)
                           ---------   -------  -----------------
P-7 Partnership:
---------------
   Discontinued operations:   425,755   722,559      $9,600,893
   Continuing operations:   2,791,595   262,049       9,049,711


P-8 Partnership:
---------------
   Discontinued operations:   311,945   448,893      $6,110,332
   Continuing operations:   1,847,916   145,301       5,548,808

----------
(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 Partnerships' proved reserves is
contained in Note 4 to the Partnerships' financial statements,  included in Item
8 of this Annual Report.


                                     -20-
<PAGE>


      Significant Properties

     As of December 31, 2006,  affiliates of the  Partnerships  operated 23 (2%)
and 26 (2%), respectively, of the P-7 and P-8 Partnerships' wells. The following
table sets forth certain well and reserve information for each oil and gas basin
which holds a significant portion of the value of the Partnerships'  properties.
The table contains the following information for each such basin: (i) the number
of wells  in  which a Net  Profits  Interest  is  owned,  (ii)  the  number  and
percentage of wells operated by the  Partnership's  affiliates,  (iii) estimated
proved oil reserves,  (iv)  estimated  proved gas reserves,  and (v) the present
value (discounted at 10% per annum) of estimated future net cash flow.

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


                   Significant Properties as of December 31, 2006
                   ----------------------------------------------

                            Wells
                         Operated by
                         Affiliates        Oil          Gas
                Total    ------------    Reserves     Reserves        Present
Basin           Wells    Number   %(1)    (Bbl)        (Mcf)           Value
-----------     -----    ------   ---   ---------     ---------     -----------

P-7 P/ship:
  Permian         913       8      1%    948,349      1,678,676     $15,457,717
  Anadarko         22      14     64%     21,135      1,442,251       2,742,326


P-8 P/ship:
  Permian       1,442       8      1%    574,390      1,156,516     $ 9,487,322
  Anadarko         31      17     55%     11,163        962,834       1,870,051

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


      Title to Oil and Gas Properties

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

     Title to the  Partnerships'  Net Profits  Interests is subject to customary
royalty,  overriding royalty,  carried, working, and other similar interests and
contractual arrangements customary in

                                      -21-
<PAGE>


the oil and gas  industry,  to liens for current taxes not yet due, and to other
encumbrances.  Management  believes that such burdens do not materially  detract
from  the  value  of such  properties  or from  the  Partnerships'  Net  Profits
Interests therein or materially interfere with their use in the operation of the
Partnerships' business.


ITEM 3.     LEGAL PROCEEDINGS

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



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

     There were no matters submitted to a vote of the Limited Partners of either
Partnership during 2006.



                                    PART II.

ITEM 5. MARKET FOR UNITS, RELATED LIMITED PARTNER MATTERS, AND
        ISSUER PURCHASES OF UNITS

     As of March 1, 2007, the number of Units  outstanding  and the  approximate
number of Limited Partners of record in the Partnerships were as follows:

                              Number of           Number of
            Partnership         Units         Limited Partners
            -----------       ---------       ----------------

                P-7            188,702              920
                P-8            116,168              798

     Units were  initially sold for a price of $100. The Units are not traded on
any exchange and there is no public trading market for them. The General Partner
is aware of certain transfers of Units between unrelated parties,  some of which
are facilitated by secondary trading firms and matching  services.  In addition,
as further described below, the General Partner is aware of certain "4.9% tender
offers" which have been made for the Units.  The General  Partner  believes that
the transfers between unrelated parties have been limited and sporadic in number
and volume. Other than trades facilitated by certain secondary trading firms and
matching  services,  no  organized  trading  market for Units exists and none is
expected  to  develop.  Due to the  nature of these  transactions,  the  General
Partner has

                                      -22-
<PAGE>


no verifiable information regarding prices at which Units have been transferred.
Further,  a transferee may not become a substitute  Limited  Partner without the
consent of the General Partner.

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

                            Repurchase Offer Prices
                            -----------------------
                      2005                         2006                2007
           --------------------------    --------------------------   -------
           1st    2nd     3rd    4th     1st    2nd     3rd    4th      1st
P/ship     Qtr.   Qtr.    Qtr.   Qtr.    Qtr.   Qtr.    Qtr.   Qtr.   Qtr.(1)
------     ----   ----    ----   ----    ----   ----    ----   ----   -------

 P-7       $32    $29     $63    $62     $57    $53     $66    $57      $54
 P-8        32     30      64     62      57     53      65     57       55
------------
(1)   Repurchase offer terminated March 9, 2007.

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

     As described in""Item 7. Management's  Discussion and Analysis of Financial
Condition and Results of Operations," the Partnerships terminate on December 31,
2007. Due to such termination and the necessary liquidation process, the General
Partner terminated the repurchase offer and right of presentment described above
as of March 9, 2007. In addition, the General Partner will not accept,  process,
or recognize any transfers of Units (with the exception of certain  transactions
between  related  persons) for which  completed  transfer  documentation  is not
mailed to the  General  Partner  with a  postmark  on or before  June 30,  2007.
Accordingly,  there will be no market for the Partnerships' Units after June 30,
2007.


      Cash Distributions

     Cash  distributions  are  primarily  dependent  upon a  Partnership's  cash
receipts from its Net Profits Interests,  the sale of oil and gas properties and
cash requirements of the

                                      -23-
<PAGE>


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. See "Item 7. Management's Discussion and Analysis of Financial
Condition  and  Results  of  Operations  for  information  regarding  the  cash
distribution process during liquidation of the Partnerships.

     The  following  is a  summary  of cash  distributions  paid to the  Limited
Partners during 2005 and 2006 and the first quarter of 2007:

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

                                    2005
                 --------------------------------------------
                  1st          2nd         3rd         4th
   P/ship         Qtr.         Qtr.        Qtr.        Qtr.
   ------        -----        -----       -----      --------
    P-7          $1.94        $2.60       $3.03      $1.90
    P-8           2.20         2.60        3.20       2.13


                                    2006                            2007
                 --------------------------------------------    --------
                  1st          2nd         3rd         4th          1st
   P/ship         Qtr.         Qtr.        Qtr.        Qtr.         Qtr.
   ------        -----        -----       -----      --------     --------
    P-7          $4.70        $3.75       $4.40      $8.48(1)     $2.64
    P-8           4.86         4.09        4.61       7.83(1)      2.75(2)
------------
(1)  Includes  proceeds  from  the  sale of the  Plains  Unit at The Oil and Gas
     Clearinghouse auction in Houston, Texas on October 11, 2006.

(2)  Includes proceeds from the sale of the  Partnership's  interests in various
     oil and gas properties at The Oil and Gas Clearinghouse auction in Houston,
     Texas on December 13, 2006 and February 1, 2007.



                                      -24-
<PAGE>


ITEM 6.     SELECTED FINANCIAL DATA

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

     The selected  financial  data tables  reflect  income from both  continuing
operations and discontinued  operations for the  Partnerships.  The discontinued
operations  income is the income for various oil and gas properties  sold during
2006 and all of the properties classified as assets held for sale as of December
31,  2006.  See "Item 7.  Management's  Discussion  and  Analysis  of  Financial
Condition  and  Results  of  Operations"  for  more   information   about  these
discontinued operations.









                  [Remainder of Page Intentionally Left Blank]



                                      -25-
<PAGE>


<TABLE>
                                                 Selected Financial Data
                                                     P-7 Partnership
                                                     ---------------
<CAPTION>

                                       2006           2005(1)          2004(1)           2003(1)           2002(1)
                                   ------------    ------------     ------------       ------------     ------------
<S>                                <C>             <C>              <C>                <C>              <C>
   Net Profits                      $2,336,916      $2,567,651       $2,115,540         $1,550,516       $1,300,139
   Income from:
     Continuing operations           1,767,551       2,167,561        1,770,304          1,590,058          900,055
     Discontinued operations         2,171,347       1,163,426          845,635            531,452          586,482

   Net Income:
      Limited Partners               3,509,191       2,972,473        2,358,687          2,003,873        1,401,864
      General Partner                  429,707         358,514          257,252            118,037           84,673
      Total                          3,938,898       3,330,987        2,615,939          2,121,910        1,486,537

   Limited Partners' Net
      Income per Unit                    18.59           15.75            12.50              10.62             7.42

   Limited Partners' Cash
      Distributions per Unit             21.33            9.47             8.49               8.64             4.65

   Total Assets                      5,707,605       6,265,936        4,885,661          4,239,795        3,657,798

   Partners' Capital (Deficit)
      Limited Partners               5,561,770       6,077,579        4,893,106          4,135,419        3,760,546
      General Partner              (    49,973)    (     8,941)     (    44,682)       (   103,881)     (   102,748)

   Number of Units
      Outstanding                      188,702         188,702          188,702            188,702          188,702
------------
(1)   These  amounts  have been  restated to reflect the sale of the Plains Unit during 2006 and assets held for sale as of
      December 31, 2006 as discontinued operations.  See Item 7 for more information about these discontinued operations.
</TABLE>



                                      -26-
<PAGE>


<TABLE>
                                                 Selected Financial Data
                                                     P-8 Partnership
                                                     ---------------
<CAPTION>

                                        2006             2005(1)          2004(1)          2003(1)          2002(1)
                                    ------------      ------------     ------------     ------------     ------------
<S>                                 <C>             <C>              <C>                <C>              <C>
   Net Profits                       $1,474,607        $1,623,424       $1,386,438       $1,111,657       $  917,055
   Income from:
     Continuing operations            1,136,254         1,369,585        1,174,466        1,415,718          666,352
     Discontinued operations          1,307,541           753,338          545,305          356,675          383,944

   Net Income:
      Limited Partners                2,179,516         1,895,309        1,536,003        1,668,506          991,477
      General Partner                   264,279           227,614          183,768          108,749           58,819
      Total                           2,443,795         2,122,923        1,719,771        1,777,255        1,050,296

   Limited Partners' Net
      Income per Unit                     18.77             16.32            13.22            14.36             8.53

   Limited Partners' Cash
      Distributions per Unit              21.39             10.13             9.24            12.55             5.54

   Total Assets                       3,562,571         3,856,867        2,991,015        2,631,433        2,278,951

   Partners' Capital (Deficit)
      Limited Partners                3,407,918         3,713,402        2,995,093        2,533,090        2,322,584
      General Partner               (    17,672)            9,941      (    13,891)     (    29,971)     (    43,633)

   Number of Units
      Outstanding                       116,168           116,168          116,168          116,168          116,168
------------
(1)   These amounts have been restated to reflect the sale of the Plains Unit during 2006 and assets held for sale as of
      December 31, 2006 as discontinued operations.  See Item 7 for more information about these discontinued operations.
</TABLE>

                                      -27-
<PAGE>


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


      Use of Forward-Looking Statements and Estimates

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

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


      Discontinued Operations

     In October 2006, the  Partnerships  sold their interests in the Plains Unit
located in Yoakum  County,  Texas.  This  disposal  was treated as  discontinued
operations.   The  sales  proceeds  consisting  of  approximately  $769,000  and
$394,000,   respectively,   were   included  in  the   November  15,  2006  cash
distributions  paid by the P-7 and P-8 Partnerships.  The sale of this producing
property will impact the continuing future operations of the Partnerships. It is
anticipated that the Partnerships  will have lower lease operating costs,  lower
oil and gas sales,  and a reduction in their asset  retirement  obligations as a
result  of these  sales.  The  reader  should  refer to Note 6 to the  financial
statements  included in Item 8 of this Annual Report for additional  information
regarding this matter.


                                      -28-
<PAGE>


      Partnership Terminations

     The  Partnerships  would have terminated on February 28, 2002 in accordance
with the Partnership  Agreements.  However,  the Partnership  Agreements provide
that the General Partner may extend the term of each  Partnership for up to five
periods of two years each.  The General  Partner has  extended  the terms of the
Partnerships  for  their  third  two-year  extension,  thereby  extending  their
termination  date to December 31, 2007. On February 5, 2007 the General  Partner
mailed a notice to the limited  partners  announcing  that (i) the  Partnerships
will terminate on December 31, 2007 and (ii) the General  Partner will liquidate
the Partnerships' assets and satisfy their liabilities as part of the winding-up
process required by the Partnership Agreements and state law.

     The General Partner has been selling selected oil and gas properties due to
the generally  favorable market for oil and gas properties.  The last such sales
are  anticipated  to be The Oil  and Gas  Asset  Clearinghouse  auctions  in May
through  July of 2007.  While  these  property  sales  were not  related  to the
Partnerships'  liquidation,  all remaining property dispositions will be made as
part of the liquidation and winding-up process.

     Liquidation and Winding-Up Process. The General Partner intends to commence
liquidating the  Partnerships'  properties in the second half of 2007, and hopes
to have all or substantially all of the properties sold prior to March 31, 2008.
As part of the liquidation  process, the General Partner will actively negotiate
for  the  sale of the  properties.  These  properties  will  be  offered  to all
interested parties through normal oil and gas property auction processes as well
as appropriate negotiated transactions.  It is possible that the General Partner
will package some  properties  which have value with  properties that have no or
little value or are burdened with actual or potential  liabilities.  The General
Partner  intends to sell such property  packages and any associated or otherwise
remaining  Partnership  assets and liabilities to the highest bidder at auction.
It is possible that  affiliates of the General  Partner may  participate  in any
public auction of these properties and may be the successful high bidder on some
or all of the properties.

     Cash  Distributions.  The Partnerships will make routine cash distributions
throughout  the  remainder  of  2007.  Proceeds  from  the  sale of  Partnership
properties  may be  included  in  these  normal  cash  distributions,  or may be
distributed  to the partners by way of special cash  distributions.  The General
Partner will analyze the level of cash held by the  Partnerships  throughout the
liquidation  process and will retain sufficient cash to cover all final expenses
and liabilities of the Partnerships. After final settlement from the sale of all
properties,   satisfaction  of  Partnership   expenses  and   liabilities,   and
calculation of any remaining assets and liabilities of the Partnerships, any net
cash will be paid as a final liquidating distribution to all of

                                      -29-
<PAGE>


the  remaining  partners  in each  Partnership.  It is  expected  that the final
distribution will be made no later than December 31, 2008.

     Repurchase  Offer.  In order to ensure that the General  Partner  makes all
liquidation  distributions  to the correct  parties  based on the most  accurate
information possible,  the General Partner terminated the outstanding repurchase
offer as of March 9, 2007.  In  addition,  the General  Partner will not process
transfers  among third  parties  which are not  postmarked on or before June 30,
2007 and received by the General Partner on or before July 13, 2007. The General
Partner will not impose these  deadlines on transfers  between  family  members,
their trusts,  IRA accounts,  or similar  related  entities and transfers due to
death or divorce.

     Financial  Statements.  The  financial  statements  described  in  "Item 8.
Financial  Statements  and  Supplementary  Data" and  indexed in Item 15 to this
Annual Report are audited and presented on a going concern basis.  However,  the
General  Partner has included in Note 7 to such financial  statements  unaudited
pro forma balance sheets which are presented on a liquidation basis.


      General Discussion

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

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

                                      -30-
<PAGE>


      *  Market expectations; and
      *  The effect of worldwide energy conservation.

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

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

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

Many of these  factors  are very  significant  as related to a single well or as
related  to many wells over a short  period of time.  However,  due to the large
number of wells  owned by the  Partnerships,  these  factors are  generally  not
material as  compared to the normal  decline in  production  experienced  on all
remaining wells.


      Results of Operations

     An analysis of the change in net oil and gas operations (oil and gas sales,
less lease operating  expenses and production taxes), is presented in the tables
following  "Results of Operations" under the heading "Average Proceeds and Units
of Production." Following is a discussion of each Partnership's

                                      -31-
<PAGE>


results of  operations  for the year ended  December 31, 2006 as compared to the
year  ended  December  31,  2005 and for the year  ended  December  31,  2005 as
compared to the year ended December 31, 2004.

                                P-7 Partnership
                                ---------------

                     Year Ended December 31, 2006 Compared
                        to Year Ended December 31, 2005
                     -------------------------------------

     The following discussion contains amounts for the year 2005 which have been
restated  to reflect  the  Partnership's  assets  held for sale as  discontinued
operations.  See Note 6 to the financial  statements  indexed in Item 15 hereof
for more information about these discontinued operations.

     Total Net Profits decreased $231,000 (9.0%) in 2006 as compared to 2005. Of
this  decrease (i) $308,000 and $134,000 were related to decreases in volumes of
oil and gas sold and (ii)  $280,000  was  related to a decrease  in the  average
price of gas sold.  These  decreases were  partially  offset by increases of (i)
$288,000 related to a decrease in production  expenses and (ii) $203,000 related
to an increase in the average price of oil sold.

     Volumes of oil and gas sold decreased  5,706 barrels and 20,205 Mcf in 2006
as compared to 2005.  The decrease in volumes of oil sold was  primarily  due to
(i) normal  declines in production and (ii) a substantial  decline in production
during 2006 on one significant well following its 2005  recompletion.  This well
is not expected to return to its  previously  high levels of  production.  These
decreases  were partially  offset by a positive  prior period volume  adjustment
made by the operator on another  significant  well during 2006.  The decrease in
volumes of gas sold was primarily due to normal declines in production.

     Average oil prices  increased  to $61.96 per barrel in 2006 from $53.99 per
barrel in 2005. Average gas prices decreased to $5.66 per Mcf in 2006 from $6.62
per Mcf in 2005.

     The  decrease in  production  expenses was  primarily  due to a decrease in
workover  expenses and production  taxes associated with the decrease in oil and
gas sales.

     Depletion of Net Profits  Interests  increased  $165,000 (90.2%) in 2006 as
compared to 2005.  This increase was primarily due to (i) the abandonment of one
significant well during 2006 following an unsuccessful  recompletion attempt and
(ii) downward revisions in the estimates of remaining oil and gas reserves since
December 31, 2005.  These increases were partially  offset by (i) the receipt of
equipment  credits  on  several  fully  depleted  wells  during  2006,  (ii) the
decreases in volumes of oil and gas sold,  and (iii)  several  wells being fully
depleted during 2005

                                      -32-
<PAGE>


due to their lack of remaining  reserves.  As a percentage of Net Profits,  this
expense  increased  to 14.8% in 2006  from  7.1% in 2005,  primarily  due to the
dollar increase in depletion of Net Profits Interests.

     The Partnership  recognized a non-cash  charge against  earnings of $23,000
during  2006.  This charge was related to the decline in oil and gas prices used
to determine  recoverability  of oil and gas reserves at September  30, 2006. No
such charge was incurred during 2005.

     General and administrative  expenses remained  relatively constant for 2006
and 2005. As a percentage of Net Profits,  these expenses  increased to 10.2% in
2006 from 9.2% in 2005, primarily due to the decrease in Net Profits.

     As further discussed in Notes 6 and 7 to the combined financial  statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's properties in the liquidation process.  The Partnership
will have lower  future oil and gas sales and lower future  production  expenses
due to the sale of these properties.

     Cumulative cash  distributions to the Limited Partners through December 31,
2006 were $25,613,916 or 135.74% of Limited Partners' capital contributions.


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

     The following discussion contains amounts for the years 2005 and 2004 which
have  been  restated  to  reflect  the  Partnership's  assets  held  for sale as
discontinued operations.  See Note 6 to the financial statements indexed in Item
15 hereof for more information about these discontinued operations.

     Total Net Profits  increased  $452,000 (21.4%) in 2005 as compared to 2004.
Of this increase  $458,000 and $626,000 were related to increases in the average
prices of oil and gas sold.  These increases were partially  offset by decreases
of (i) $28,000 and $325,000  related to decreases in volumes of oil and gas sold
and (ii) $279,000 related to an increase in production expenses.

     Volumes of oil and gas sold decreased 715 barrels and 70,485 Mcf in 2005 as
compared  to 2004.  The  decrease  in volumes of oil sold was  primarily  due to
normal  declines in  production.  This decrease was  partially  offset by (i) an
increase  in  production  on  one   significant   well  due  to  the  successful
recompletion  of that well during early 2005 and (ii) the successful  completion
of a

                                      -33-
<PAGE>


new well during early 2005.  The  decrease in volumes of gas sold was  primarily
due to (i) a positive prior period volume adjustment made by the operator on one
significant well during 2004 and (ii) normal declines in production.

     The increase in production expenses was primarily due to (i) an increase in
workover  expenses and (ii) an increase in production  taxes associated with the
increase in oil and gas sales.

     Average oil and gas prices increased to $53.99 per barrel and $6.62 per Mcf
in 2005 from $39.28 per barrel and $4.61 per Mcf in 2004.

     Depletion of Net Profits  Interests  increased  $60,000  (48.6%) in 2005 as
compared to 2004.  Of this  increase  (i) $29,000  was due to the  depletion  of
additional  Net  Profits  Interests  as a result of the upward  revision  in the
estimate  of the  asset  retirement  obligations,  of which  $18,000  was due to
previously  fully depleted wells,  and (ii) $8,000 was due to accretion of these
additional  asset retirement  obligations.  This increase was also due to (i) an
increase in depletable  Net Profits  Interests  during 2005 primarily due to the
recompletion  of one  significant  well and (ii) an increase in  depletable  Net
Profits Interests during 2005 primarily due to the drilling of one developmental
well.  These increases were partially  offset by the decreases in volumes of oil
and gas sold. As a percentage of Net Profits,  this expense increased to 7.1% in
2005 from 5.8% in 2004, primarily due to the dollar increase in depletion of Net
Profits Interests.

     General and  administrative  expenses  increased  $6,000  (2.8%) in 2005 as
compared to 2004. As a percentage of Net Profits,  these  expenses  decreased to
9.2% in 2005 from 10.9% in 2004, primarily due to the increase in Net Profits.

     As further discussed in Notes 6 and 7 to the combined financial  statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's properties in the liquidation process.  The Partnership
will have lower  future oil and gas sales and lower future  production  expenses
due to the sale of these properties.

                                      -34-
<PAGE>




                                 P-8 Partnership
                                 ---------------

                      Year Ended December 31, 2006 Compared
                         to Year Ended December 31, 2005
                      -------------------------------------

     The following discussion contains amounts for the year 2005 which have been
restated  to reflect  the  Partnership's  assets  held for sale as  discontinued
operations.   See Note 6 to the financial  statements  indexed in Item 15 hereof
for more information about these discontinued operations.

     Total Net Profits decreased $149,000 (9.2%) in 2006 as compared to 2005. Of
this  decrease (i) $150,000 and $158,000 were related to decreases in volumes of
oil and gas sold and (ii)  $137,000  was  related to a decrease  in the  average
price of gas sold.  These  decreases were  partially  offset by increases of (i)
$182,000 related to a decrease in production  expenses and (ii) $114,000 related
to an increase in the average price of oil sold.

     Volumes of oil and gas sold decreased  2,782 barrels and 23,276 Mcf in 2006
as compared to 2005.  The decrease in volumes of oil sold was  primarily  due to
(i) normal  declines in production and (ii) a substantial  decline in production
during 2006 on one significant well following its 2005  recompletion.  This well
is not expected to return to its  previously  high levels of  production.  These
decreases  were partially  offset by a positive  prior period volume  adjustment
made by the operator on another  significant  well during 2006.  The decrease in
volumes of gas sold was primarily due to (i) normal  declines in production  and
(ii)  downward  revisions  in the  estimates  of  remaining  gas reserves on one
significant  well  increasing  the  Partnership's   overproduced  in  excess  of
estimated  ultimate  reserves  position,  thereby  increasing  its gas imbalance
payable. These decreases were partially offset by (i) increases in production on
two significant  wells following their  successful  workovers during mid to late
2005 and (ii) a negative prior period volume  adjustment made by the operator on
another significant well during 2005.

     Average oil prices  increased  to $61.83 per barrel in 2006 from $54.04 per
barrel in 2005. Average gas prices decreased to $6.05 per Mcf in 2006 from $6.79
per Mcf in 2005.

     The decrease in production  expenses was primarily due to (i) a decrease in
workover  expenses,  (ii) a $37,000 increase in lease operating  expenses during
2005 resulting from an increase in the Partnership's  gas balancing  position on
several wells, and (iii) a $27,000  decrease in lease operating  expenses during
2006 resulting from a decrease in the  Partnership's  gas balancing  position on
several wells.

                                      -35-
<PAGE>


     Depletion of Net Profits  Interests  increased  $82,000  (75.0%) in 2006 as
compared to 2005.  This increase was primarily due to (i) the abandonment of one
significant well during 2006 following an unsuccessful  recompletion attempt and
(ii) downward revisions in the estimates of remaining oil and gas reserves since
December 31, 2005.  These increases were partially  offset by (i) the receipt of
equipment  credits  on  several  fully  depleted  wells  during  2006,  (ii) the
decreases in volumes of oil and gas sold,  and (iii)  several  wells being fully
depleted during 2005 due to their lack of remaining reserves. As a percentage of
Net  Profits,  this  expense  increased  to  13.0%  in 2006  from  6.8% in 2005,
primarily due to the dollar increase in depletion of Net Profits Interests.

     The Partnership  recognized a non-cash  charge against  earnings of $13,000
during  2006.  This charge was related to the decline in oil and gas prices used
to determine  recoverability  of oil and gas reserves at September  30, 2006. No
such charge was incurred during 2005.

     General and  administrative  expenses  increased  $2,000  (1.2%) in 2006 as
compared to 2005. As a percentage of Net Profits,  these  expenses  increased to
10.8% in 2006 from 9.7% in 2005, primarily due to the decrease in Net Profits.

     As further discussed in Notes 6 and 7 to the combined financial  statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's properties in the liquidation process.  The Partnership
will have lower  future oil and gas sales and lower future  production  expenses
due to the sale of these properties.

     Cumulative cash  distributions to the Limited Partners through December 31,
2006 were $16,925,583 or 145.70% of Limited Partners' capital contributions.


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

     The following discussion contains amounts for the years 2005 and 2004 which
have  been  restated  to  reflect  the  Partnership's  assets  held  for sale as
discontinued operations.  See Note 6 to the financial statements indexed in Item
15 hereof for more information about these discontinued operations.

     Total Net Profits  increased  $237,000 (17.1%) in 2005 as compared to 2004.
Of this increase, $260,000 and $439,000 were related to increases in the average
prices of oil and gas sold.  These increases were partially  offset by decreases
of (i) $57,000

                                      -36-
<PAGE>


and  $211,000  related  to  decreases  in  volumes  of oil and gas sold and (ii)
$194,000 related to an increase in production expenses.

     Volumes of oil and gas sold decreased  1,444 barrels and 45,240 Mcf in 2005
as compared to 2004.  The decrease in volumes of oil sold was  primarily  due to
normal  declines in  production.  This decrease was  partially  offset by (i) an
increase  in  production  on  one   significant   well  due  to  the  successful
recompletion  of that well during early 2005 and (ii) the successful  completion
of a new well  during  early  2005.  The  decrease  in  volumes  of gas sold was
primarily  due to (i) normal  declines in production  and (ii) a positive  prior
period volume  adjustment  made by the operator on one  significant  well during
2004.

     The increase in production expenses was primarily due to (i) an increase in
workover  expenses,  (ii) a $37,000 increase in lease operating  expenses during
2005 resulting from an increase in the Partnership's  gas balancing  position on
several wells,  and (iii) an increase in production  taxes  associated  with the
increase in oil and gas sales.

     Average oil and gas prices increased to $54.04 per barrel and $6.79 per Mcf
in 2005 from $39.17 per barrel and $4.67 per Mcf in 2004.

     Depletion of Net Profits  Interests  increased  $43,000  (64.1%) in 2005 as
compared to 2004.  Of this  increase  (i) $20,000  was due to the  depletion  of
additional  Net  Profits  Interests  as a result of the upward  revision  in the
estimate  of the  asset  retirement  obligations,  of which  $11,000  was due to
previously  fully depleted wells,  and (ii) $7,000 was due to accretion of these
additional asset retirement  obligations.  This increase was also due to (i) two
significant wells being fully depleted since 2005 due to their lack of remaining
reserves and (ii) an increase in depletable  Net Profits  Interests  during 2005
primarily due to the recompletion of another  significant  well. These increases
were  partially  offset by the  decreases  in volumes of oil and gas sold.  As a
percentage of Net Profits,  this expense  increased to 6.8% in 2005 from 4.8% in
2004,  primarily  due  to the  dollar  increase  in  depletion  of  Net  Profits
Interests.

     General and  administrative  expenses  increased  $7,000  (4.6%) in 2005 as
compared to 2004. As a percentage of Net Profits,  these  expenses  decreased to
9.7% in 2005 from 10.8% in 2004, primarily due to the increase in Net Profits.

     As further discussed in Notes 6 and 7 to the combined financial  statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's properties in the liquidation process.  The Partnership
will have lower future oil and gas

                                      -37-
<PAGE>


sales and lower future production expenses due to the sale of these properties.


      Average Proceeds and Units of Production

     The  following  tables  are  comparisons  of  the  annual  barrels  of  oil
equivalent  (one barrel of oil or six Mcf of gas) and the average  proceeds (oil
and gas sales, less lease operating  expenses and production taxes) received per
barrel of oil equivalent  attributable to the Partnerships' Net Profits Interest
for the years ended December 31, 2006, 2005, and 2004.

                             2006 Compared to 2005
                             ---------------------

                       Barrel of Oil                Average Proceeds per
                        Equivalent                Barrel of Oil Equivalent
              -----------------------------     ----------------------------
P/ship         2006     2005(1)    % Change      2006     2005(1)   % Change
------        -------   -------    --------     ------    -------   -------

 P-7          73,986     83,059      (11%)      $31.59     $30.91       2%
 P-8          45,213     51,875      (13%)       32.61      31.29       4%
------------
     (1) These amounts have been restated to reflect the sale of the Plains Unit
during  2006 and assets held for sale as of  December  31, 2006 as  discontinued
operations. See Note 6 to the financial statements indexed in Item 15 hereof for
more information about these discontinued operations.


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

                      Barrel of Oil                Average Proceeds per
                       Equivalent                 Barrel of Oil Equivalent
              -----------------------------     ----------------------------
P/ship         2005(1)   2004(1)   % Change     2005(1)    2004(1)  % Change
------        -------   -------    --------     ------     ------   --------

 P-7           83,059    95,522      (13%)      $30.91     $22.15      40%
 P-8           51,875    60,859      (15%)       31.29      22.78      37%
------------
(1)  These  amounts have been  restated  to reflect the sale of the Plains Unit
     during  2006 and  assets  held  for  sale  as  of  December  31,  2006  as
     discontinued operations. See Note 6 to the financial statements indexed in
     Item 15 hereof for more information about these discontinued operations.


                                      -38-
<PAGE>



      Liquidity and Capital Resources

     See  discussion  above  under the  heading  "Partnership  Termination"  for
information regarding termination of the Partnerships as of December 31, 2007.

     Net  proceeds  from  operations  less  necessary   operating   capital  are
distributed to the Limited  Partners on a quarterly  basis.  See "Item 5. Market
for Units and Related  Limited  Partner  Matters." The net proceeds from the Net
Profits  Interests are generally not reinvested in productive  assets.  Assuming
2006 production  levels for future years, the P-7 and P-8  Partnerships'  proved
reserve  quantities  at  December  31, 2006 would have the  following  remaining
lives:

                  Discontinued Operations     Continuing Operations
                  -----------------------     ---------------------
   Partnership     Gas-Years   Oil-Years      Gas-Years   Oil-Years
   -----------     ---------   ---------      ---------   ---------

      P-7            20.8         19.1            9.6       10.3
      P-8            16.1         19.1           10.1        9.9

These life of reserves estimates are based on the current estimates of remaining
oil and gas reserves. See "Item 2. Properties" for a discussion of these reserve
estimates.  Any increase or decrease from the oil and gas prices at December 31,
2006 may cause an increase or decrease in the estimated  life of said  reserves.
As discussed above, the Partnerships will terminate on December 31, 2007.

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

     Expenditures by the Affiliated  Programs for new wells, well recompletions,
or workovers,  however,  may reduce or eliminate cash available for a particular
quarterly cash distribution.  During 2006, 2005, and 2004, capital  expenditures
affecting the P-7  Partnership's  Net Profits  Interests  totaled  approximately
$776,000, $1,065,000, and $687,000,  respectively.  During 2006, 2005, and 2004,
capital  expenditures  affecting  the P-8  Partnership's  Net Profits  Interests
totaled approximately $466,000, $618,000, and $420,000,  respectively. The 2006,
2005,  and  2004  capital  expenditures  for the P-7 and P-8  Partnerships  were
indirectly incurred primarily as a result of drilling activities associated with
several large unitized  properties.  Additional  costs were indirectly  incurred
during  2006  for the  P-7 and P-8  Partnerships  as a  result  of  recompletion
activities  on the Fed.  11-20S-34E  #2 well located in Lea County,  New Mexico.
During 2005, costs were indirectly  incurred for the P-7 and P-8 Partnerships as
a result of (i) recompletion activities on the

                                      -39-
<PAGE>


Fed.  11-20S-34E #3 well located in Lea County, New Mexico and (ii) the drilling
of the Alison #3 well located in Martin County, Texas.

     The  Partnerships  sold certain Net Profits  Interests during 2006. No such
sales occurred  during 2005 and 2004. The sales were made by the General Partner
after giving due consideration to both the offer price and the General Partner's
estimate of the  underlying  property's  remaining  proved  reserves  and future
operating   costs.   Net  proceeds  from  the  sales  were  distributed  to  the
Partnerships  and  included  in  the  calculation  of  the  Partnerships'   cash
distributions for the quarter immediately following the Partnerships' receipt of
the proceeds.  During 2006, such proceeds to the P-7 Partnership  were $769,253,
while such proceeds to the P-8 Partnership were $394,044.

     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 and sale of oil and gas properties, which will be affected
(either  positively  or  negatively)  by many factors  beyond the control of the
Partnerships, including the price of and demand for oil and gas and other market
and economic  conditions.  Even if prices and costs remain stable, the amount of
cash  available  for  distributions  will  decline  over time (as the  volume of
production from producing  properties  declines) since the  Partnerships are not
generally replacing production.

     If the  Partnerships  were to continue  past  December 31, 2007 the General
Partner would expect the Partnerships'  general and  administrative  expenses to
increase due to costs required to comply with Section 404 of the  Sarbanes-Oxley
Act  of  2002.  Such  anticipated  increase  would  reduce  cash  available  for
distributions.  Due to the Partnerships' termination on December 31, 2007, these
expenses will not occur; however, the Partnerships will incur increased expenses
as part of their  liquidation  (e.g.  auction  fees,  legal and  title  expenses
associated with property sales, etc.).


      Off-Balance Sheet Arrangements

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


      Tabular Disclosure of Contractual Obligations

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


                                       40-
<PAGE>


      Critical Accounting Policies

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

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

     The Partnerships evaluate the recoverability of the carrying costs of their
Net  Profits  Interests  in proved oil and gas  properties  for each oil and gas
well. If the unamortized  costs of a Net Profits  Interest  exceeds the expected
undiscounted  future cash flows from such Net Profits Interest,  the cost of the
Net Profits Interest is written down to fair value, which is determined by using
the  discounted  future cash flows from the Net Profits  Interest.  In the third
quarter of 2006, natural gas prices declined  significantly.  Consequently,  the
partnerships  incurred  impairments  utilizing  the natural gas spot prices that
existed on September 30, 2006. The impairments related to continuing  operations
recognized in the third quarter  totaled  approximately  $23,000 and $13,000 for
the P-7 and P-8 Partnerships,  respectively. Once incurred, an impairment of oil
and natural gas properties is not reversible.


                                      -41-
<PAGE>


      Accounts Receivable (Accounts Payable) - Net Profits

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

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

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


      New Accounting Pronouncements

     In September  2006, the FASB issued FAS No. 157, "Fair Value  Measurements"
(FAS No. 157). FAS No. 157 establishes a common  definition for fair value to be
applied to US GAAP guidance requiring use of fair value, establishes a framework
for  measuring  fair value,  and expands  the  disclosure  about such fair value
measurements. FAS No. 157 is effective for fiscal years beginning after November
5, 2007. The Partnerships  are currently  assessing the impact of FAS No. 157 on
their results of operations, financial condition and cash flows.


                                      -42-
<PAGE>


      Inflation and Changing Prices

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



ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The value of net assets in liquidation of the Partnerships is substantially
dependent on prices of crude oil, natural gas, and natural gas liquids. Declines
in  commodity  prices  will  adversely  affect  the  amount of cash that will be
received from the sale of oil and gas and from the sale of the Partnerships' oil
and gas properties in liquidation, and thus ultimately affect the amount of cash
that will be available for  distribution  to the partners.  The following  table
presents the estimated change in value presuming a decrease of 10% in forecasted
natural gas and crude oil  prices.  These  estimated  decreases  in  liquidation
values are in comparison to the estimated  liquidation  value  calculated  using
strip pricing for the unaudited  pro-forma  balance  sheets at December 31, 2006
presented in Note 7 to the financial statements indexed in Item 15 hereof.

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

          P-7          $253,000       $2,275,000    $2,528,000
          P-8           158,000        1,418,000     1,576,000



ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The  financial  statements  and  supplementary  data are indexed in Item 15
hereof.  Such  financial  statements  and  supplementary  data are  audited  and
presented on a going concern basis. Since termination of the Partnerships is now
imminent,  the General  Partner has prepared  unaudited pro forma balance sheets
which are presented on a liquidation  basis.  These unaudited  liquidation basis
balance  sheets are included in Note 7 to the  financial  statements  indexed in
Item 15 hereof.

                                      -43-
<PAGE>





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

      None.



ITEM 9A.    CONTROLS AND PROCEDURES

     As of the end of the period covered by this report, the principal executive
officer  and  principal   financial  officer  conducted  an  evaluation  of  the
Partnerships'  disclosure controls and procedures (as defined in Rules 13a-15(e)
and  15d-15(e)  under the  Securities  and Exchange Act of 1934).  Based on this
evaluation,  such officers concluded that the Partnerships'  disclosure controls
and procedures are effective to ensure that information required to be disclosed
by the  Partnerships  in  reports  filed  under the  Exchange  Act is  recorded,
processed,  summarized,  and  reported  accurately  and within the time  periods
specified  in the  Securities  and  Exchange  Commission  rules and forms.  This
evaluation did not result in any changes in the  Partnerships'  internal control
over financial reporting that materially affected,  or were reasonably likely to
materially affect, the Partnerships' internal control over financial reporting.



ITEM 9B.    OTHER INFORMATION

     The General Partner is not aware of any information required to be reported
on Form 8-K during the fourth quarter of 2006 but which was not so reported.



                                   PART III.

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS OF THE GENERAL PARTNER,
            AND CORPORATE GOVERNANCE

     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.

                                      -44-
<PAGE>


           Name               Age      Position with Geodyne
      ----------------        ---      -----------------------
      Dennis R. Neill          55      President and Director

      Judy K. Fox              56      Secretary

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

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

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


      Section 16(a) Beneficial Ownership Reporting Compliance

     To the best knowledge of the Partnerships  and the General  Partner,  there
were no officers,  directors,  or ten percent owners who were delinquent  filers
during 2006 of reports required under Section 16 of the Securities  Exchange Act
of 1934.


      Audit Committee Financial Expert

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


                                      -45-
<PAGE>


      Compensation Committee Interlocks and Insider Participation

     As described  above and in "Item 11.  Executive  Compensation"  below,  the
Partnerships  have no directors or executive  officers.  The General  Partner is
compensated by way of  reimbursement  of actual general and  administrative  and
operating   costs  incurred  and   attributable   to  the   Partnerships.   Such
reimbursements  are  governed  by the  terms  of the  Partnerships'  partnership
agreements.  No directors or executive  officers of the General  Partner receive
compensation  directly from the Partnerships.  Accordingly,  the Partnerships do
not maintain a compensation committee.


      Compensation Committee Report

     As described above,  the Partnerships do not have a compensation  committee
or any board  performing  equivalent  functions.  The board of  directors of the
General Partner has not reviewed and discussed the  Compensation  Discussion and
Analysis with  management of the General  Partner and does not believe that such
Compensation  Discussion and Analysis  should be included in this Annual Report.
The board of directors of the General Partner consists of Mr. Dennis R. Neill.


      Code of Ethics

     The General  Partner has adopted a Code of Ethics  which  applies to all of
its  executive  officers,  including  those persons who perform the functions of
principal  executive  officer,   principal  financial  officer,   and  principal
accounting  officer.  The Partnerships  will provide,  free of charge, a copy of
this Code of Ethics to any person upon  receipt of a written  request  mailed to
Geodyne  Resources,  Inc.,  Samson Plaza, Two West 2nd Street,  Tulsa,  Oklahoma
74103.  Such request must include the address to which the Code of Ethics should
be mailed.


ITEM 11.    EXECUTIVE COMPENSATION

     The General  Partner and its  affiliates  are reimbursed for actual general
and  administrative  costs and operating costs incurred and  attributable to the
conduct of the business affairs and operations of the Partnerships,  computed on
a cost basis,  determined  in  accordance  with  generally  accepted  accounting
principles.  Such reimbursed  costs and expenses  allocated to the  Partnerships
include office rent, secretarial, employee compensation and benefits, travel and
communication costs, fees for professional  services,  and other items generally
classified  as general or  administrative  expense.  When actual costs  incurred
benefit other  Partnerships and affiliates,  the allocation of costs is based on
the  relationship of the  Partnerships'  reserves to the total reserves owned by
all  Partnerships  and  affiliates.  The  amount of general  and  administrative
expense allocated to the

                                      -46-
<PAGE>


     General Partner and its affiliates and charged to each  Partnership  during
2006, 2005, and 2004, is set forth in the table below. Although the actual costs
incurred by the General Partner and its affiliates  have  fluctuated  during the
three  years  presented,  the  amounts  charged  to the  Partnerships  have  not
fluctuated due to expense limitations imposed by the Partnership Agreements.

            Partnership         2006           2005           2004
            -----------       --------       --------       --------

                P-7           $198,636       $198,636       $198,636
                P-8            122,280        122,280        122,280


     None  of  the  officers  or  directors  of  the  General   Partner  receive
compensation  directly from the  Partnerships.  The  Partnerships  reimburse the
General  Partner  or its  affiliates  for that  portion  of such  officers'  and
directors'   salaries  and  expenses   attributable  to  time  devoted  by  such
individuals  to the  Partnerships'  activities  based on the  allocation  method
described above. The following tables indicate the approximate amount of general
and  administrative  expense  reimbursement  attributable to the salaries of the
directors,  officers,  and employees of the General  Partner and its  affiliates
during 2006, 2005, and 2004:









                                      -47-
<PAGE>

<TABLE>

                                                  Salary Reimbursements
                                                     P-7 Partnership
                                                     ---------------
                                              Three Years Ended December 31, 2006
<CAPTION>

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

Dennis R. Neill,
President(1)(2)         2004        -          -           -             -            -           -            -
                        2005        -          -           -             -            -           -            -
                        2006        -          -           -             -            -           -            -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2004     $115,517      -           -             -            -           -            -
                        2005     $118,538      -           -             -            -           -            -
                        2006     $121,753      -           -             -            -           -            -

----------
(1)   The general and  administrative  expenses paid by the P-7 Partnership and attributable to salary  reimbursements do not
      include any salary or other compensation attributable to Mr. Neill.
(2)   No officer or director of Geodyne or its affiliates  provides  full-time  services to the P-7 Partnership and no individual's
      salary or other compensation reimbursement from the P-7 Partnership equals or exceeds $100,000 per annum.
</TABLE>
                                      -48-
<PAGE>


<TABLE>

                                                  Salary Reimbursements
                                                     P-8 Partnership
                                                     ---------------
                                             Three Years Ended December 31, 2006
<CAPTION>

                                                                          Long Term Compensation
                                                                    -----------------------------------
                                       Annual Compensation                 Awards               Payouts
                                 ------------------------------     -----------------------     -------
                                                                                    Securi-
                                                         Other                       ties                     All
     Name                                                Annual     Restricted      Under-                   Other
      and                                               Compen-       Stock         lying        LTIP       Compen-
   Principal                      Salary     Bonus      sation       Award(s)      Options/     Payouts     sation
   Position             Year       ($)        ($)         ($)          ($)          SARs(#)       ($)         ($)
---------------         ----     -------    -------     -------     ----------     --------     -------     -------
<S>                     <c>      <C>           <C>         <C>          <C>            <C>         <C>         <C>
Dennis R. Neill,
President(1)(2)         2004        -          -           -            -              -           -           -
                        2005        -          -           -            -              -           -           -
                        2006        -          -           -            -              -           -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2004     $71,112       -           -            -              -           -           -
                        2005     $72,972       -           -            -              -           -           -
                        2006     $74,951       -           -            -              -           -           -

----------
(1)   The general and  administrative  expenses paid by the P-8 Partnership and attributable to salary  reimbursements do not
      include any salary or other compensation attributable to Mr. Neill.
(2)   No officer or director of Geodyne or its affiliates  provides  full-time services to the P-8 Partnership and no  individual's
      salary or other compensation reimbursement from the P-8 Partnership equals or exceeds $100,000 per annum.
</TABLE>

                                      -49-
<PAGE>


     Affiliates  of the  Partnerships  serve as operator of some of the wells in
which the  Partnerships  own a Net Profits  Interest.  The owners of the working
interests in these wells contract with such  affiliates for services as operator
of the wells. As operator,  such affiliates are compensated at rates provided in
the operating agreements in effect and charged to all parties to such agreement.
Such  compensation  may occur both prior and subsequent to the  commencement  of
commercial  marketing of  production  of oil or gas.  The dollar  amount of such
compensation  which burdened the  Partnerships' Net Profits Interests during the
year ended December 31, 2006 is approximately $49,000 and $28,000, respectively,
for the P-7 and P-8 Partnerships.

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


ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

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

P-7 Partnership:
---------------

   Samson Resources Company                             47,498 (25.2%)

   ATL, Inc.
      1200 Harbor Boulevard, 5th Floor
      Weehawken, NJ 07087                               54,396 (28.8%)

   All affiliates, directors, and officers of
      the General Partner as a group and the
      General Partner (4 persons)                       47,498 (25.2%)



                                      -50-
<PAGE>


P-8 Partnership:
---------------

   Samson Resources Company                             39,355 (33.9%)

   All affiliates, directors, and officers of
      the General Partner as a group and the
      General Partner (4 persons)                       39,355 (33.9%)

     On  August  1,  2006  ATL,  Inc.  conveyed  500 of  its  Units  of the  P-7
Partnership  (0.2%).  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 ATL, Inc. regarding these conveyances. The General Partner
believes that ATL, Inc.'s transactions were 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 26 of the Act.



ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
            DIRECTOR INDEPENDENCE

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

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

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

                                      -51-
<PAGE>

are  indicated  by the  circumstances  and as are  consistent  with the  General
Partner's fiduciary duties.

     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 burdened the  Partnerships' Net Profits Interests during the
year ended December 31, 2006 is approximately $49,000 and $28,000, respectively,
for the P-7 and P-8 Partnerships.

     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 have fiduciary or other duties to other members
of Samson,  contract amendments and negotiating positions taken by them in their
effort to enforce  contracts with purchasers may not  necessarily  represent the
positions that the owners of such Working  Interests  would take if they were to
administer their own contracts without involvement with other members of Samson.
On the  other  hand,  management  believes  that the  negotiating  strength  and
contractual positions of the owners of such Working Interests have been enhanced
by virtue of their affiliation with Samson.

     The  Partnerships  will  terminate as of December 31, 2007.  As part of the
liquidation  and  winding-up  process the General  Partner  will  liquidate  the
Partnerships'  properties by offering  them to all  interested  parties  through
normal oil and gas property auction processes as well as appropriate  negotiated
transactions.  It is  possible  that  the  General  Partner  will  package  some
properties  which have value  with  properties  that have no or low value or are
burdened with actual or potential  liabilities.  The General  Partner intends to
sell all such  property  packages  and any  associated  or  otherwise  remaining
Partnership  assets and  liabilities  to the highest  bidder at  auction.  It is
possible that  affiliates of the General  Partner may  participate in any public
auction of these properties and may be the successful high bidder on some or all
of the properties.


                                      -52-
<PAGE>


ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES

      Audit Fees

      During 2006 and 2005, each Partnership paid the following audit fees:

                                                  2006             2005
                                                 -------          -------

      Year-end audit per engagement letter      $26,418           $23,716
      1st quarter 10-Q review                     1,020               925
      2nd quarter 10-Q review                     1,020               917
      3rd quarter 10-Q review                     1,020               917
      8-K reviews                                 4,525                -

      Audit-Related Fees

     During 2006 and 2005 the Partnerships did not pay any audit-related fees of
the type  required by the SEC to be disclosed  in this Annual  Report under this
heading.


      Tax Fees

     During 2006 and 2005 the Partnerships  did not pay any tax compliance,  tax
advice,  or tax planning fees of the type required by the SEC to be disclosed in
this Annual Report under this heading.


      All Other Fees

     During  2006 and 2005 the  Partnerships  did not pay any other  fees of the
type  required  by the SEC to be  disclosed  in this  Annual  Report  under this
heading.


      Audit Approval

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


      Audit and Related Fees Paid by Affiliates

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

                                      -53-
<PAGE>




                                    PART IV.


ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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

     (1)  Financial  Statements:  The  following  financial  statements  for the
          Geodyne  Institutional/Pension  Energy Income Limited  Partnership P-7
          and  the   Geodyne   Institutional/Pension   Energy   Income   Limited
          Partnership  P-8 as of  December  31,  2006 and 2005 and for the three
          years ended December 31, 2006 are filed as part of this report:

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

      (2)   Financial Statement Schedules:

            None.

      (3)   Exhibits:

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

4.1  Certificate of Limited Partnership dated February 28, 1992, for the Geodyne
     Institutional/Pension Energy Income Limited Partnership P-7, filed with the
     Securities and Exchange  Commission on February 26, 2002, as Exhibit 4.1 to
     Annual  Report on Form  10K-405 for period  ended  December 31, 2001 and is
     hereby incorporated by reference.

4.2  Agreement of Limited  Partnership  dated February 28, 1992, for the Geodyne
     Institutional/Pension Energy Income Limited Partnership P-7, filed with the
     Securities and Exchange  Commission on February 26, 2002, as Exhibit 4.2 to
     Annual  Report on Form  10K-405 for period  ended  December 31, 2001 and is
     hereby incorporated by reference.

4.3  First  Amendment to Certificate of Limited  Partnership and First Amendment
     to  Agreement of Limited  Partnership  dated  February  25,  1993,  for the
     Geodyne  Institutional/Pension Energy Income Limited Partnership P-7, filed
     with the  Securities  and Exchange  Commission  on February  26,  2002,  as
     Exhibit 4.3 to Annual Report on Form 10K-405 for period

                                      -54-
<PAGE>


     ended December 31, 2001 and is hereby incorporated by reference.

4.4  Second  Amendment to  Certificate  of Limited  Partnership  dated August 4,
     1993,   for  the  Geodyne   Institutional/Pension   Energy  Income  Limited
     Partnership  P-7,  filed with the  Securities  and Exchange  Commission  on
     February  26,  2002,  as Exhibit 4.4 to Annual  Report on Form  10K-405 for
     period ended December 31, 2001 and is hereby incorporated by reference.

4.5  Second Amendment to Agreement of Limited  Partnership dated August 4, 1993,
     for the Geodyne  Institutional/Pension  Energy Income  Limited  Partnership
     P-7,  filed with the  Securities  and Exchange  Commission  on February 26,
     2002,  as Exhibit 4.5 to Annual  Report on Form  10K-405  for period  ended
     December 31, 2001 and is hereby incorporated by reference.

4.6  Third Amendment to Agreement of Limited  Partnership dated August 31, 1995,
     for the Geodyne  Institutional/Pension  Energy Income  Limited  Partnership
     P-7,  filed with the  Securities  and Exchange  Commission  on February 26,
     2002,  as Exhibit 4.6 to Annual  Report on Form  10K-405  for period  ended
     December 31, 2001 and is hereby incorporated by reference.

4.7  Fourth  Amendment to Agreement of Limited  Partnership  dated July 1, 1996,
     for the Geodyne  Institutional/Pension  Energy Income  Limited  Partnership
     P-7,  filed with the  Securities  and Exchange  Commission  on February 26,
     2002,  as Exhibit 4.7 to Annual  Report on Form  10K-405  for period  ended
     December 31, 2001 and is hereby incorporated by reference.

4.8  Fifth  Amendment  to Agreement of Limited  Partnership  dated  November 14,
     2001,   for  the  Geodyne   Institutional/Pension   Energy  Income  Limited
     Partnership  P-7,  filed with the  Securities  and Exchange  Commission  on
     February  26,  2002,  as Exhibit 4.8 to Annual  Report on Form  10K-405 for
     period ended December 31, 2001 and is hereby incorporated by reference.

4.9  Sixth Amendment to Agreement of Limited Partnership dated January 22, 2004,
     for the Geodyne  Institutional/Pension  Energy Income  Limited  Partnership
     P-7, filed with the  Securities and Exchange  Commission on March 26, 2004,
     as Exhibit 4.9 to Annual Report on Form 10-K for period ended  December 31,
     2003, and is hereby incorporated by reference.

4.10 Seventh  Amendment to Agreement of Limited  Partnership  dated  October 27,
     2005  for  the  Geodyne   Institutional/   Pension  Energy  Income  Limited
     Partnership P-7, filed with the Securities and Exchange Commission on March
     29, 2006,  as Exhibit  4.10 to Annual  Report on Form 10-K for period ended
     December 31, 2005, and is hereby incorporated by reference.

                                      -55-
<PAGE>


4.11 Certificate of Limited Partnership dated February 28, 1992, for the Geodyne
     Institutional/Pension Energy Income Limited Partnership P-8, filed with the
     Securities and Exchange  Commission on February 26, 2002, as Exhibit 4.9 to
     Annual  Report on Form  10K-405 for period  ended  December 31, 2001 and is
     hereby incorporated by reference.

4.12 Agreement of Limited  Partnership dated February 28 , 1992, for the Geodyne
     Institutional/Pension Energy Income Limited Partnership P-8, filed with the
     Securities and Exchange Commission on February 26, 2002, as Exhibit 4.10 to
     Annual  Report on Form  10K-405 for period  ended  December 31, 2001 and is
     hereby incorporated by reference.

4.13 First  Amendment to Certificate of Limited  Partnership and First Amendment
     to  Agreement of Limited  Partnership  dated  February  25,  1993,  for the
     Geodyne  Institutional/Pension Energy Income Limited Partnership P-8, filed
     with the  Securities  and Exchange  Commission  on February  26,  2002,  as
     Exhibit 4.11 to Annual Report on Form 10K-405 for period ended December 31,
     2001 and is hereby incorporated by reference.

4.14 Second  Amendment to  Certificate  of Limited  Partnership  dated August 4,
     1993,   for  the  Geodyne   Institutional/Pension   Energy  Income  Limited
     Partnership  P-8,  filed with the  Securities  and Exchange  Commission  on
     February  26, 2002,  as Exhibit  4.12 to Annual  Report on Form 10K-405 for
     period ended December 31, 2001 and is hereby incorporated by reference.

4.15 Second Amendment to Agreement of Limited  Partnership dated August 4, 1993,
     for the Geodyne  Institutional/Pension  Energy Income  Limited  Partnership
     P-8,  filed with the  Securities  and Exchange  Commission  on February 26,
     2002,  as Exhibit  4.13 to Annual  Report on Form  10K-405 for period ended
     December 31, 2001 and is hereby incorporated by reference.

4.16 Third Amendment to Agreement of Limited  Partnership dated August 31, 1995,
     for the Geodyne  Institutional/Pension  Energy Income  Limited  Partnership
     P-8,  filed with the  Securities  and Exchange  Commission  on February 26,
     2002,  as Exhibit  4.14 to Annual  Report on Form  10K-405 for period ended
     December 31, 2001 and is hereby incorporated by reference.

4.17 Fourth  Amendment to Agreement of Limited  Partnership  dated July 1, 1996,
     for the Geodyne  Institutional/Pension  Energy Income  Limited  Partnership
     P-8,  filed with the  Securities  and Exchange  Commission  on February 26,
     2002,  as Exhibit  4.15 to Annual  Report on Form  10K-405 for period ended
     December 31, 2001 and is hereby incorporated by reference.


4.18 Fifth  Amendment  to Agreement of Limited  Partnership  dated  November 14,
     2001, for the Geodyne Institutional/Pension

                                      -56-
<PAGE>


      Energy Income  Limited  Partnership  P-8,  filed with the  Securities and
      Exchange Commission on February 26, 2002, as Exhibit 4.16 to Annual Report
      on Form  10K-405  for  period  ended  December  31,  2001  and  is  hereby
      incorporated by reference.

4.19  Sixth Amendment to Agreement of  Limited Partnership dated  January 22,
      2004, for  the  Geodyne  Institutional/Pension  Energy  Income  Limited
      Partnership P-8 filed  with the Securities  and  Exchange Commission  on
      March 26, 2004, as Exhibit 4.17 to Annual Report on Form 10-K for period
      ended December 31, 2003, and is hereby incorporated by reference.

4.20  Seventh  Amendment to Agreement of Limited  Partnership dated October 27,
      2005  for  the  Geodyne  Institutional/ Pension  Energy  Income  Limited
      Partnership P-8 filed  with the Securities  and  Exchange Commission  on
      March 26, 2004, as Exhibit 4.20 to Annual Report on Form 10-K for period
      ended December 31, 2005, and is hereby incorporated by reference.

*23.1 Consent of Ryder Scott Company, L.P. for the Geodyne Institutional/Pension
      Energy Income Limited Partnership P-7.

*23.2 Consent of Ryder Scott Company, L.P. for the Geodyne Institutional/Pension
      Energy Income Limited Partnership P-8.

*31.1 Certification by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a) for
      the Geodyne Institutional/Pension Energy Income Limited Partnership P-7.

*31.2 Certification by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a) for
      the Geodyne Institutional/Pension Energy Income Limited Partnership P-7.

*31.3 Certification by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a) for
      the Geodyne Institutional/Pension Energy Income Limited Partnership P-8.

*31.4 Certification by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a) for
      the Geodyne Institutional/Pension Energy Income Limited Partnership P-8.

*32.1 Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to
      Section   906  of  the   Sarbanes-Oxley   Act  of 2002  for  the  Geodyne
      Institutional/Pension Energy Income Limited Partnership P-7.

*32.2 Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to
      Section   906  of  the   Sarbanes-Oxley   Act  of  2002  for  the  Geodyne
      Institutional/Pension Energy Income Limited Partnership P-8.

                                      -57-
<PAGE>


      All other Exhibits are omitted as inapplicable.

      ----------

      *Filed herewith.




                                      -58-
<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-7
                              GEODYNE INSTITUTIONAL/PENSION ENERGY
                              INCOME LIMITED PARTNERSHIP P-8


                              By:   GEODYNE RESOURCES, INC.
                                    General Partner
                                    April 16, 2007


                              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            April 16, 2007
       --------------------     Director (Principal
          Dennis R. Neill       Executive Officer)


       //s//Craig D. Loseke     Chief Accounting         April 16, 2007
       --------------------     Officer (Principal
          Craig D. Loseke       Accounting and
                                Financial Officer)

       //s//Judy K. Fox         Secretary                April 16, 2007
       --------------------
          Judy K. Fox


                                     -59-
<PAGE>

ITEM 8:     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE PARTNERS

GEODYNE INSTITUTIONAL/PENSION ENERGY
INCOME LIMITED PARTNERSHIP P-7


      In  our  opinion,  the  accompanying  balance  sheets  and  the  related
statements  of  operations,  changes in partners'  capital  (deficit) and cash
flows present fairly, in all material respects,  the financial position of the
Geodyne  Institutional/Pension  Energy  Income  Limited  Partnership  P-7,  an
Oklahoma limited  partnership,  at December 31, 2006 and 2005, and the results
of its  operations  and its  cash  flows  for each of the  three  years in the
period ended  December 31, 2006,  in  conformity  with  accounting  principles
generally   accepted  in  the  United  States  of  America.   These  financial
statements  are  the  responsibility  of  the  Partnership's  management.  Our
responsibility  is to express an opinion on these financial  statements  based
on our audits.  We  conducted  our audits of these  statements  in  accordance
with the standards of the Pubic  Company  Accounting  Oversight  Board (United
States).  Those  standards  require  that we plan  and  perform  the  audit to
obtain  reasonable  assurance about whether the financial  statements are free
of  material  misstatement.  An audit  includes  examining,  on a test  basis,
evidence  supporting the amounts and disclosures in the financial  statements,
assessing the accounting  principles  used and  significant  estimates made by
management,  and evaluating the overall financial statement  presentation.  We
believe that our audits provide a reasonable basis for our opinion.

      As discussed in Note 7 to the financial statements,  on February 5, 2007
the  General  Partner  mailed  a  notice  to the  limited  partners  that  the
Partnership will terminate at the end of its current term,  December 31, 2007,
and that in  connection  with  such  termination  the  General  Partner  would
liquidate all of the Partnership's assets.




PricewaterhouseCoopers LLP






Tulsa, Oklahoma
April 16, 2007





                                       F-1
<PAGE>




                      GEODYNE INSTITUTIONAL/PENSION ENERGY
                         INCOME LIMITED PARTNERSHIP P-7
                                 Balance Sheets
                           December 31, 2006 and 2005

                                     ASSETS
                                     ------

                                                 2006              2005
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  934,103        $1,438,955
   Assets held for sale (Note 6)               3,060,721              -
                                               ---------         ---------

         Total current assets                 $3,994,824        $1,438,955

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method               1,712,781         4,826,981
                                               ---------         ---------

                                              $5,707,605        $6,265,936
                                               =========         =========


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

CURRENT LIABILITIES:
   Accounts payable:
      Net Profits                             $  195,808        $  197,298
                                               ---------         ---------
         Total current liabilities            $  195,808        $  197,298

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   49,973)      ($    8,941)
   Limited Partners, issued and
      outstanding 188,702 Units                5,561,770         6,077,579
                                               ---------         ---------

      Total Partners' capital                 $5,511,797        $6,068,638
                                               ---------         ---------

                                              $5,707,605        $6,265,936
                                               =========         =========

                     The accompanying notes are an integral
                       part of these financial statements



                                      F-2
<PAGE>



                      GEODYNE INSTITUTIONAL/PENSION ENERGY
                         INCOME LIMITED PARTNERSHIP P-7
                            Statements of Operations
              For the Years Ended December 31, 2006, 2005, and 2004


                                       2006          2005           2004
                                    ----------     ----------     ---------
REVENUES:
   Net Profits                      $2,336,916    $2,567,651     $2,115,540
   Interest income                      38,215        18,594          7,354
                                     ---------     ---------      ---------

                                    $2,375,131    $2,586,245     $2,122,894

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests             $  347,011    $  182,427       $122,792
   Impairment provisions                22,637          -             -
   General and administrative          237,932       236,257        229,798
                                      ---------     ---------     ---------

                                    $  607,580    $  418,684     $  352,590
                                     ---------     ---------      ---------

INCOME FROM CONTINUING
OPERATIONS                          $1,767,551    $2,167,561     $1,770,304

DISCONTINUED OPERATIONS:
   Income from discontinued
      operations (Note 6)            1,480,238     1,163,426        845,635
   Gain on disposal of
      discontinued operations
      (Note 6)                         691,109          -            -
                                     ---------     ---------      ---------
                                    $3,938,898    $3,330,987     $2,615,939
                                     =========     =========      =========
GENERAL PARTNER:
   Net income from continuing
      operations                    $  206,202    $  231,315     $  170,923
   Net income from discontinued
      operations                       223,505       127,199         86,329
                                     ---------     ---------      ---------
   NET INCOME                       $  429,707    $  358,514     $  257,252
                                     =========     =========      =========

LIMITED PARTNERS:
   Net income from continuing
      operations                      $1,561,349    $1,936,246   $1,599,381
   Net income from
      operations                       1,947,842     1,036,227      759,306
                                       ---------     ---------    ---------
   NET INCOME                         $3,509,191    $2,972,473   $2,358,687
                                       =========     =========    =========


                                      F-3
<PAGE>




NET INCOME FROM CONTINUING
   OPERATIONS PER UNIT              $     8.27    $    10.26    $     8.48
NET INCOME FROM DISCONTINUED
   OPERATIONS PER UNIT                   10.32          5.49          4.02
                                     ---------     ---------     ---------
NET INCOME PER UNIT                 $    18.59    $    15.75    $    12.50
                                     =========     =========     =========

UNITS OUTSTANDING                      188,702       188,702       188,702
                                     =========     =========     =========

                     The accompanying notes are an integral
                       part of these financial statements





                                      F-4
<PAGE>


                      GEODYNE INSTITUTIONAL/PENSION ENERGY
                         INCOME LIMITED PARTNERSHIP P-7
              Statements of Changes in Partners' Capital (Deficit)
              For the Years Ended December 31, 2006, 2005, and 2004


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

Balance, Dec. 31, 2003          $4,135,419      ($103,881)      $4,031,538
   Net income                    2,358,687        257,252        2,615,939
   Cash distributions          ( 1,601,000)     ( 198,053)     ( 1,799,053)
                                 ---------        -------        ---------

Balance, Dec. 31, 2004          $4,893,106      ($ 44,682)      $4,848,424
   Net income                    2,972,473        358,514        3,330,987
   Cash distributions          ( 1,788,000)     ( 322,773)     ( 2,110,773)
                                 ---------        -------        ---------

Balance, Dec. 31, 2005          $6,077,579      ($  8,941)      $6,068,638
   Net income                    3,509,191        429,707        3,938,898
   Cash distributions          ( 4,025,000)     ( 470,739)     ( 4,495,739)
                                 ---------        -------        ---------

Balance, Dec. 31, 2006          $5,561,770      ($ 49,973)      $5,511,797
                                 =========        =======        =========
























                     The accompanying notes are an integral
                       part of these financial statements


                                      F-5
<PAGE>


                      GEODYNE INSTITUTIONAL/PENSION ENERGY
                         INCOME LIMITED PARTNERSHIP P-7
                            Statements of Cash Flows
              For the Years Ended December 31, 2006, 2005, and 2004

                                       2006           2005          2004
                                   ------------   ------------  ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                       $3,938,898     $3,330,987    $2,615,939
   Adjustments to reconcile
      net income to net cash
      provided by operating
      activities:
      Depletion of Net
         Profits Interests             417,792        303,051       235,103
      Impairment provision              22,637           -             -
      Gain on sale of
         Net Profits Interests            -              -             -
      Gain on disposal of
         discontinued operations
         (Note 6)                  (   691,109)          -             -
      Settlement of asset
        retirement obligation      (     6,687)          -             -
      Net change in accounts
         receivable / accounts
         payable - Net Profits         333,413    (   178,611)  (   315,881)
                                     ---------      ---------     ---------
   Net cash provided by
      operating activities          $4,014,944     $3,455,427    $2,535,161
                                     ---------      ---------     ---------
CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures            ($  793,310)   ($1,064,333)  ($  551,227)
   Proceeds from disposal of
      discontinued operations
      (Note 6)                         769,253           -            -
                                     ---------      ---------     ---------
   Net cash used by
      investing activities         ($   24,057)   ($1,064,333)  ($  551,227)
                                     ---------      ---------     ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions              ($4,495,739)   ($2,110,773)   ($1,799,053)
                                     ---------      ---------      ---------
   Net cash used by
      financing activities         ($4,495,739)   ($2,110,773)   ($1,799,053)
                                     ---------      ---------      ---------


                                      F-6
<PAGE>



NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS       ($  504,852)    $  280,321   $  184,881

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD               1,438,955      1,158,634      973,753
                                     ---------      ---------    ---------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                    $  934,103     $1,438,955   $1,158,634
                                     =========      =========    =========

                     The accompanying notes are an integral
                       part of these financial statements














                                      F-7
<PAGE>


            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE PARTNERS

GEODYNE INSTITUTIONAL/PENSION ENERGY
INCOME LIMITED PARTNERSHIP P-8

      In  our  opinion,  the  accompanying  balance  sheets  and  the  related
statements  of  operations,  changes in partners'  capital  (deficit) and cash
flows present fairly, in all material respects,  the financial position of the
Geodyne  Institutional/Pension  Energy  Income  Limited  Partnership  P-8,  an
Oklahoma limited  partnership,  at December 31, 2006 and 2005, and the results
of its  operations  and its  cash  flows  for each of the  three  years in the
period ended  December 31, 2006,  in  conformity  with  accounting  principles
generally   accepted  in  the  United  States  of  America.   These  financial
statements  are  the  responsibility  of  the  Partnership's  management.  Our
responsibility  is to express an opinion on these financial  statements  based
on our audits.  We  conducted  our audits of these  statements  in  accordance
with the standards of the Public Company  Accounting  Oversight  Board (United
States).  Those  standards  require  that we plan  and  perform  the  audit to
obtain  reasonable  assurance about whether the financial  statements are free
of  material  misstatement.  An audit  includes  examining,  on a test  basis,
evidence  supporting the amounts and disclosures in the financial  statements,
assessing the accounting  principles  used and  significant  estimates made by
management,  and evaluating the overall financial statement  presentation.  We
believe that our audits provide a reasonable basis for our opinion.

      As discussed in Note 7 to the financial statements,  on February 5, 2007
the  General  Partner  mailed  a  notice  to the  limited  partners  that  the
Partnership will terminate at the end of its current term,  December 31, 2007,
and that in  connection  with  such  termination  the  General  Partner  would
liquidate all of the Partnership's assets.





PricewaterhouseCoopers LLP







Tulsa, Oklahoma
April 16, 2007




                                      F-8
<PAGE>



                      GEODYNE INSTITUTIONAL/PENSION ENERGY
                         INCOME LIMITED PARTNERSHIP P-8
                                 Balance Sheets
                           December 31, 2006 and 2005

                                     ASSETS
                                     ------
                                                 2006              2005
                                              ----------       ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  621,916        $  925,925
   Assets held for sale (Note 6)               1,915,943              -
                                               ---------         ---------

         Total current assets                 $2,537,859        $  925,925

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method               1,024,712         2,930,942
                                               ---------         ---------

                                              $3,562,571        $3,856,867
                                               =========         =========

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

CURRENT LIABILITIES:
   Accounts payable:
      Net Profits                             $  172,325        $  133,524
                                               ---------         ---------

         Total current liabilities            $  172,325        $  133,524

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   17,672)       $    9,941
   Limited Partners, issued and
      outstanding 116,168 Units                3,407,918         3,713,402
                                               ---------         ---------

      Total Partners' capital                 $3,390,246        $3,723,343
                                               ---------         ---------
                                              $3,562,571        $3,856,867
                                               =========         =========


                     The accompanying notes are an integral
                       part of these financial statements



                                      F-9
<PAGE>


                      GEODYNE INSTITUTIONAL/PENSION ENERGY
                         INCOME LIMITED PARTNERSHIP P-8
                            Statements of Operations
              For the Years Ended December 31, 2006, 2005, and 2004


                                      2006           2005           2004
                                   ----------     ----------    ----------

REVENUES:
   Net Profits                     $1,474,607    $1,623,424     $1,386,438
   Interest income                     24,931        12,121          4,735
   Gain on sale of Net
      Profits Interests                  -              434          -
                                    ---------     ---------      ---------

                                   $1,499,538    $1,635,979     $1,391,173

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests            $  191,947    $  109,668     $   66,820
   Impairment provision                12,796          -              -
   General and administrative         158,541       156,726        149,887
                                    ---------     ---------      ---------
                                   $  363,284    $  266,394     $  216,707
                                    ---------     ---------      ---------

INCOME FROM CONTINUING
OPERATIONS                         $1,136,254    $1,369,585     $1,174,466

DISCONTINUED OPERATIONS:
   Income from discontinued
      operations (Note 6)             953,488       753,338        545,305
   Gain on disposal of
      discontinued operations
      (Note 6)                        354,053          -              -
                                    ---------     ---------      ---------
   NET INCOME                      $2,443,795    $2,122,923     $1,719,771
                                    =========     =========      =========

GENERAL PARTNER:
   Net income from continuing
      operations                   $  129,559    $  145,617     $  122,987
   Net income from discontinued
      operations                      134,720        81,997         60,781
                                    ---------     ---------      ---------
   NET INCOME                      $  264,279    $  227,614     $  183,768
                                    =========     =========      =========


                                      F-10
<PAGE>


LIMITED PARTNERS:
   Net income from continuing
      operations                  $1,006,695     $1,223,968     $1,051,479
   Net income from
      discontinued operations      1,172,821        671,341        484,524
                                   ---------      ---------      ---------
   NET INCOME                     $2,179,516     $1,895,309     $1,536,003
                                   =========      =========      =========
NET INCOME FROM CONTINUING
   OPERATIONS PER UNIT            $     8.67     $    10.54     $     9.05
NET INCOME FROM DISCONTINUED
   OPERATIONS PER UNIT                 10.10           5.78           4.17
                                   ---------      ---------      ---------
NET INCOME PER UNIT               $    18.77     $    16.32     $    13.22
                                   =========      =========      =========

UNITS OUTSTANDING                    116,168        116,168        116,168
                                   =========      =========      =========


                     The accompanying notes are an integral
                       part of these financial statements


                                      F-11
<PAGE>


                      GEODYNE INSTITUTIONAL/PENSION ENERGY
                         INCOME LIMITED PARTNERSHIP P-8
              Statements of Changes in Partners' Capital (Deficit)
              For the Years Ended December 31, 2006, 2005, and 2004


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

Balance, Dec. 31, 2003         $2,533,090       ($ 29,971)      $2,503,119
   Net income                   1,536,003         183,768        1,719,771
   Cash distributions         ( 1,074,000)      ( 167,688)     ( 1,241,688)
                                ---------         -------        ---------

Balance, Dec. 31, 2004         $2,995,093       ($ 13,891)      $2,981,202
   Net income                   1,895,309         227,614        2,122,923
   Cash distributions         ( 1,177,000)      ( 203,782)     ( 1,380,782)
                                ---------         -------        ---------

Balance, Dec. 31, 2005         $3,713,402        $  9,941       $3,723,343
   Net income                   2,179,516         264,279        2,443,795
   Cash distributions         ( 2,485,000)      ( 291,892)     ( 2,776,892)
                                ---------         -------        ---------

Balance, Dec. 31, 2006         $3,407,918       ($ 17,672)      $3,390,246
                                =========         =======        =========



















                     The accompanying notes are an integral
                       part of these financial statements


                                      F-12
<PAGE>


                      GEODYNE INSTITUTIONAL/PENSION ENERGY
                         INCOME LIMITED PARTNERSHIP P-8
                            Statements of Cash Flows
              For the Years Ended December 31, 2006, 2005, and 2004

                                        2006           2005          2004
                                    ------------   ------------  ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                        $2,443,795     $2,122,923    $1,719,771
   Adjustments to reconcile
      net income to net cash
      provided by operating
      activities:
      Depletion of Net
         Profits Interests              236,012        183,707       136,275
      Impairment provision               12,796           -             -
      Gain on sale of Net
         Profits Interests                 -       (       434)         -
      Gain on disposal of
         discontinued operations
         (Note 6)                   (   354,053)          -             -
      Settlement of asset
         retirement obligation      (     3,449)          -             -
      Net change in accounts
         receivable / accounts
         payable - Net Profits          215,040    (   124,650)  (   206,993)
                                      ---------      ---------     ---------
   Net cash provided by
      operating activities           $2,550,141     $2,181,546    $1,649,053
                                      ---------      ---------     ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($  471,302)   ($  620,162)  ($  337,245)
   Proceeds from disposal of
      discontinued operations
      (Note 6)                          394,044           -             -
                                      ---------      ---------     ---------
   Net cash used by
      investing activities          ($   77,258)   ($  620,162)  ($  337,245)
                                      ---------      ---------     ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($2,776,892)   ($1,380,782)  ($1,241,688)
                                      ---------      ---------     ---------
   Net cash used by
      financing activities          ($2,776,892)   ($1,380,782)  ($1,241,688)
                                      ---------      ---------     ---------



                                      F-13
<PAGE>


NET INCREASE (DECREASE) IN
    CASH AND CASH EQUIVALENTS       ($  304,009)    $  180,602    $   70,120

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                  925,925        745,323       675,203
                                      ---------      ---------     ---------

CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                     $  621,916     $  925,925    $  745,323
                                      =========      =========     =========

                     The accompanying notes are an integral
                       part of these financial statements


                                      F-14
<PAGE>


                          GEODYNE INSTITUTIONAL/PENSION
                  ENERGY INCOME PROGRAM II LIMITED PARTNERSHIPS
                        Notes to the Financial Statements
              For the Years Ended December 31, 2006, 2005, and 2004


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.  Limited  Partners' capital  contributions  were invested 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  or  other   affiliates  (the
"Affiliated Programs").

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

      The P-7 and P-8  Partnerships  were  activated  February  28,  1992 with
Limited  Partner  capital   contributions   of  $18,870,200  and  $11,616,800,
respectively.  The  Partnerships  were  scheduled to terminate on February 28,
2002 in accordance with the partnership  agreement for each  Partnership  (the
"Partnership


                                      F-15
<PAGE>


Agreement").  However,  the  General  Partner  may  extend  the  term  of each
Partnership  for up to five  periods of two years each.  The  General  Partner
has extended the terms of the Partnerships  for their third extension  thereby
extending  their  termination  date to December 31, 2007.  On February 5, 2007
the General  Partner mailed a notice to the limited  partners  announcing that
the  Partnerships  will  terminate at the end of their current term,  December
31,  2007.  See  Note  7  for  more  information   regarding  the  Partnership
terminations.  These  audited  financial  statements  are presented on a going
concern basis.

      An affiliate  of the General  Partner  owned  46,340  (24.6%) and 38,935
(33.5%) of the P-7 and P-8 Partnerships' Units, respectively,  at December 31,
2006.

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


      Basis of Presentation

      These financial statements are presented on a going concern basis.


      Allocation of Costs and Revenues

      Each  Partnership  Agreement  allocates  costs and  income  between  the
Limited Partners and General Partner as follows:


                                      F-16
<PAGE>


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

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

Temporary investments of
   Limited Partners'
   Subscriptions                     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)   Payout occurs when total  distributions  to Limited Partners equal total
      original Limited Partner subscriptions.
(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.

      The P-7 and P-8  Partnerships  achieved payout during the second quarter
of  2004  and  the  fourth  quarter  of  2003,  respectively.   After  payout,
operations and revenues for the  Partnerships  are allocated using the 10%/90%
after payout percentages set forth in Footnote 2 to the table above.

                                      F-17
<PAGE>

      Cash and Cash Equivalents

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


      Credit Risk

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


      Net Profits Interests

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

      Depletion  of the  cost of Net  Profits  Interests  is  computed  on the
units-of-production  method.  The  Partnerships'  calculation  of depletion of
its Net Profits  Interests  includes  estimated  dismantlement and abandonment
costs,  net of estimated  salvage values related to the underlying  properties
in which the  Partnership  has a Net Profits  Interest.  The depletion  rates,
which include  accretion of the asset  retirement  obligation,  per equivalent
barrel of oil produced  during the years ended  December 31, 2006,  2005,  and
2004 were as follows:

            Partnership         2006      2005(1)     2004(1)
            -----------         -----     -------     -------

                P-7             $4.69     $2.20       $1.29
                P-8              4.25      2.10        1.10



                                      F-18
<PAGE>

(1)   These  amounts have been restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets held for sale as of December 31,
      2006 as discontinued  operations.  See Note 6 for more information about
      these discontinued operations.

      The Partnerships  evaluate the  recoverability  of the carrying costs of
their Net Profits  Interests in proved oil and gas properties for each oil and
gas well. If the  unamortized  costs,  net of salvage value,  of a Net Profits
Interest  exceeds the  expected  undiscounted  future cash flows from such Net
Profits  Interest,  the cost of the Net Profits  Interest  is written  down to
fair value,  which is  determined  by using the  discounted  future cash flows
from the Net  Profits  Interest.  In the third  quarter of 2006,  natural  gas
prices  declined  significantly.   Consequently,   the  partnerships  incurred
impairments  utilizing  the natural gas spot prices that  existed on September
30, 2006. The impairments related to continuing  operations  recognized in the
third quarter  totaled  approximately  $23,000 and $13,000 for the P-7 and P-8
Partnerships,  respectively.  Once incurred,  an impairment of oil and natural
gas properties is not reversible.


      Accounts Receivable (Accounts Payable) - Net Profits

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

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

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

                                      F-19
<PAGE>

      General and Administrative Overhead

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


      Use of Estimates in Financial Statements

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


      Income Taxes

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


      Asset Retirement Obligation

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


                                      F-20
<PAGE>

each  quarter in order to recognize  accretion  of the time  related  discount
factor.

      The  components of the change in asset  retirement  obligations  for the
years ended December 31, 2006 and 2005 are as shown below.


                                 P-7 Partnership
                                 ---------------

                                             2006              2005
                                          ----------        ----------

Total Asset Retirement
   Obligation, January 1                   $664,885          $326,907
Additions                                      -                5,199
Revisions                                    59,043           300,460
Settlements and disposals                 (  35,146)             -
Accretion expense                            36,730            32,319
Discontinued operations                   ( 385,728)             -
                                            -------           -------
Total Asset Retirement
   Obligation, December 31                 $339,784          $664,885
                                            =======           =======



                                 P-8 Partnership
                                 ---------------

                                             2006              2005
                                          ----------        ----------

Total Asset Retirement
   Obligation, January 1                   $490,496          $239,986
Additions                                       416             3,293
Revisions                                    36,382           223,609
Settlements and disposals                 (  18,013)        (     434)
Accretion expense                            27,000            24,042
Discontinued operations                   ( 240,466)             -
                                            -------           -------
Total Asset Retirement
   Obligation, December 31                 $295,815          $490,496
                                            =======           =======



                                      F-21
<PAGE>

      New Accounting Pronouncement

      In  September   2006,   the  FASB  issued  FAS  No.  157,   "Fair  Value
Measurements"  (FAS No. 157). FAS No. 157 establishes a common  definition for
fair value to be  applied to US GAAP  guidance  requiring  use of fair  value,
establishes a framework for measuring  fair value,  and expands the disclosure
about such fair value  measurements.  FAS No 157 is effective for fiscal years
beginning  after November 5, 2007. The  Partnerships  are currently  assessing
the impact of FAS No. 157 on their results of operations,  financial condition
and cash flows.


      Discontinued Operations

      As further  discussed in Note 6, the  Partnerships  sold their interests
in  the  Plains  Unit  to  independent  third  parties  at  The  Oil  and  Gas
Clearinghouse  auction in  Houston,  Texas on  October  11,  2006.  Additional
properties  will be sold at  auctions  in  2007.  The  properties  sold in the
October  auction and those  scheduled to be sold in 2007 auctions  represent a
disposal of a component under Statement of Financial  Accounting Standards No.
144,  "Accounting  for the  Impairment or Disposal of Long-Lived  Assets (FAS
144).  Accordingly,  current  year  results  of  these  properties  have  been
classified  as  discontinued,  and  prior  periods  have been  restated.  Once
properties  are  classified as assets held for sale,  they no longer incur any
depreciation, depletion, and amortization expense.


      Reclassification

      Certain  prior year  balances  have been  reclassified  to conform  with
current year presentation.



2.    TRANSACTIONS WITH RELATED PARTIES

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


                                      F-22
<PAGE>

overhead costs for the years ended December 31, 2006, 2005, and 2004:

            Partnership         2006           2005           2004
            -----------       --------       --------       --------

                P-7           $198,636       $198,636       $198,636
                P-8            122,280        122,280        122,280

      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   burdened  the
Partnerships'  Net Profits  Interests  during the year ended December 31, 2006
is  approximately  $49,000  and  $28,000,  respectively,  for  the P-7 and P-8
Partnerships.



3.    MAJOR CUSTOMERS

      The following  table sets forth  purchasers who  individually  accounted
for ten  percent or more of the  combined  oil and gas sales  attributable  to
each of the  Partnership's  Net  Profits  Interests  during  the  years  ended
December 31, 2006, 2005, and 2004:

   Partnership              Purchaser                      Percentage
   -----------       ----------------------          ------------------------
                                                     2006     2005      2004
                                                     -----    -----     -----
       P-7           Occidental Energy
                      Marketing, Inc.
                      ("Occidental")                 37.3%    35.6%     24.0%
                     Hunt Oil Company ("Hunt")       14.0%    15.6%     18.3%
                     Plains Marketing, L.P.          11.0%    11.4%       -
                     ExxonMobil Oil
                      Corporation ("Exxon")            -        -       11.3%


       P-8           Occidental                      36.0%    34.5%     22.8%
                     Hunt                            12.6%    14.1%     16.2%
                     Exxon                             -        -       11.5%

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


                                      F-23
<PAGE>

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 and valuation  allowance at
December 31, 2006 and 2005 were as follows:


                                P-7 Partnership
                                ---------------

                                                2006              2005
                                            ------------      -------------

Net Profits Interests in proved
   oil and gas properties                    $9,678,830        $17,469,825

Accumulated depletion and
   valuation allowance                      ( 7,966,049)      ( 12,642,844)
                                              ---------         ----------
   Net Profits Interests, net                $1,712,781        $ 4,826,981
                                              =========         ==========



                                P-8 Partnership
                                ---------------

                                                2006              2005
                                            ------------      -------------

Net Profits Interests in proved
   oil and gas properties                    $6,069,635        $10,460,819

Accumulated depletion and
   valuation allowance                      ( 5,044,923)      (  7,529,877)
                                              ----------        ----------

   Net Profits Interests, net                $1,024,712        $ 2,930,942
                                              =========         ==========


                                      F-24
<PAGE>


      Costs Incurred

      The  following  table sets forth the  development  costs  related to the
Working  Interests  which  are  burdened  by  the  Partnerships'  Net  Profits
Interests  during the years ended  December 31, 2006,  2005,  and 2004.  Since
these  development  costs were charged  against the Net Profits payable to the
Partnerships,   such   development   costs  were   indirectly   borne  by  the
Partnerships.  No acquisition or  exploration  costs were incurred  during the
same periods.

   Partnership                       2006            2005(1)        2004
   ------------                    --------        ----------     --------

         P-7                       $775,680        $1,065,027     $686,894
         P-8                        466,032           618,012      420,275

   ------------
   (1)   Excludes the  estimated  asset  retirement  costs for the P-7 and P-8
         Partnerships of  approximately  $300,000 and $224,000,  respectively,
         recorded  as a revision in FAS No. 143 during 2005 due to an increase
         in both the labor and rig costs associated with plugging wells.


      Quantities of Proved Oil and Gas Reserves - Unaudited

      The  following  table  summarizes  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.  In  addition,  reserve  information  for the top 80% of
each Partnership's  reserve base (based on volumes) has been reviewed by Ryder
Scott Company,  L.P. ("Ryder  Scott"),  an independent  petroleum  engineering
firm.  Ryder Scott has stated to the General  Partner  their  opinion that (i)
the  estimates  of  reserves  for the  properties  which  they  reviewed  were
prepared in accordance with generally  accepted  procedures for the estimation
of reserves,  (ii) they found no bias in the utilization and analysis of data,
and  (iii)  the cash  flow  projections  provided  by  Samson of gross and net
reserves  and  associated  revenues  and costs  based on  constant  pricing in
general appear  reasonable.  The following  information  includes  certain gas
balancing  adjustments  which cause the gas volumes to differ from the reserve
reports prepared by the General Partner and reviewed by Ryder Scott.

      The  Partnerships  experienced  downward  revisions  in gas  reserves at
December  31, 2006 as compared to December 31, 2005 due to the decrease in the
gas prices used to estimate reserves.

      Following  is a  description  of the  oil  and gas  property  for  which
revisions in the continuing operations estimated proved


                                      F-25
<PAGE>

reserves  as of  December  31,  2006 as  compared  to  December  31, 2005 were
significant to the Partnerships:

            The P-7 Partnership's  estimated proved oil and gas reserves
      decreased   approximately   204,000  barrels  and  2,240,000  Mcf,
      respectively,  and the P-8 Partnership's  estimated proved oil and
      gas  reserves   decreased   117,000  barrels  and  1,286,000  Mcf,
      respectively,  in the Pecos Valley Unit due to a revised  forecast
      in reserves  based on actual  production  experience and a steeper
      decline rate resulting in a shorter reserve life.

      Following is a  description  of those oil and gas  properties  for which
revisions  in the  discontinued  operations  estimated  proved  reserves as of
December  31, 2006 as compared to December  31, 2005 were  significant  to the
Partnerships:

            The P-7 Partnership's  estimated proved oil and gas reserves
      decreased   approximately   162,000   barrels   and  88,000   Mcf,
      respectively,  and the P-8 Partnership's  estimated proved oil and
      gas   reserves   decreased   100,000   barrels   and  54,000  Mcf,
      respectively,  in the North  Riley Unit due to a revised  forecast
      in reserves  based on actual  production  experience and a steeper
      decline rate resulting in a shorter reserve life.

            In addition, the P-7 Partnership's  estimated proved oil and
      gas reserves  decreased  approximately  113,000 barrels and 88,000
      Mcf, respectively,  and the P-8 Partnership's estimated proved oil
      and  gas  reserves   decreased  77,000  barrels  and  47,000  Mcf,
      respectively,  in  the  North  Robertson  Unit  due  to a  revised
      forecast in reserves based on actual  production  experience and a
      steeper decline rate resulting in a shorter reserve life.






                                      F-26
<PAGE>
<TABLE>


                               P-7 Partnership
                               ---------------
<CAPTION>

                                           Discontinued Operations         Continuing Operations
                                          -------------------------        ----------------------
                                             Crude           Natural         Crude        Natural
                                              Oil              Gas            Oil           Gas
                                           (Barrels)          (Mcf)        (Barrels)       (Mcf)
                                          -----------      -----------     ----------  ----------
<S>                                       <C>               <C>            <C>         <C>
Proved reserves, Dec. 31, 2003               556,084         334,906        524,628     4,205,952
Production                                (   42,543)       ( 23,070)      ( 31,850)   (  382,030)
Extensions and discoveries                   224,176         121,837          1,504       193,448
Revisions of previous estimates               69,838          54,256        218,302       974,780
                                           ---------         -------        -------     ---------

Proved reserves, Dec. 31, 2004               807,555         487,929        712,584     4,992,150
Production                                (   40,782)       ( 22,519)      ( 31,135)   (  311,545)
Extensions and discoveries                   309,955         186,146          6,599        93,378
Revisions of previous estimates           (   10,682)            971       (118,606)      457,025
                                           ---------         -------        -------     ---------

Proved reserves, Dec. 31, 2005             1,066,046         652,527        569,442     5,231,008
Production                                (   37,914)       ( 20,469)      ( 25,429)   (  291,340)
Sale of minerals in place                 (   28,364)       (  8,590)          -             -
Extensions and discoveries                      -               -              -           21,649
Revisions of previous estimates           (  277,209)       (197,713)      (281,964)   (2,169,722)
                                           ---------         -------        -------     ---------

Proved reserves, Dec. 31, 2006               722,559         425,755        262,049     2,791,595
                                            =========        =======        =======     =========

PROVED DEVELOPED RESERVES:
   December 31, 2004                          807,555        487,929        712,584     4,992,150
                                            =========        =======        =======     =========
   December 31, 2005                        1,066,046        652,527        569,442     5,231,008
                                            =========        =======        =======     =========
   December 31, 2006                          722,559        425,755        262,049     2,791,595
                                            =========        =======        =======     =========
</TABLE>

                                      F-27
<PAGE>
<TABLE>

                                                 P-8 Partnership
                                                 ---------------

<CAPTION>

                                           Discontinued Operations         Continuing Operations
                                          -------------------------        ----------------------
                                             Crude          Natural          Crude        Natural
                                              Oil             Gas             Oil           Gas
                                           (Barrels)         (Mcf)         (Barrels)       (Mcf)
                                          -----------      ----------      ---------   ----------
<S>                                       <C>              <C>             <C>         <C>

Proved reserves, Dec. 31, 2003               343,676         263,305        291,683     2,653,672
Production                                (   26,409)      (  18,965)      ( 18,930)   (  251,571)
Extensions and discoveries                   136,448          74,673            777        99,326
Revisions of previous estimates               43,898          37,060        126,576       668,393
                                           ---------        ---------       -------     ---------

Proved reserves, Dec. 31, 2004               497,613         356,073        400,106     3,169,820
Production                                (   25,210)      (  19,811)      ( 17,486)   (  206,331)
Extensions and discoveries                   190,764         113,646          3,370        47,460
Revisions of previous estimates           (    5,440)          1,178       ( 66,631)      290,194
                                           ---------        ---------       -------     ---------

Proved reserves, Dec. 31, 2005               657,727         451,086        319,359     3,301,143
Production                                (   23,532)      (  19,349)      ( 14,704)   (  183,055)
Sale of minerals in place                 (   14,523)      (   4,606)          -            -
Extensions and discoveries                      -              1,797           -           11,075
Revisions of previous estimates           (  170,779)      ( 116,983)      (159,354)   (1,281,247)
                                           ---------        --------        -------     ---------

Proved reserves, Dec. 31, 2006               448,893         311,945        145,301     1,847,916
                                            =========       ========        =======     =========

PROVED DEVELOPED RESERVES:
   December 31, 2004                         497,613         356,073        400,106     3,169,820
                                           =========        ========        =======     =========
   December 31, 2005                         657,727         451,086        319,359     3,301,143
                                           =========        ========        =======     =========
   December 31, 2006                         448,893         311,945        145,301     1,847,916
                                           =========         =======        =======     =========


</TABLE>

                                      F-28
<PAGE>


5.    QUARTERLY FINANCIAL DATA (Unaudited)

      Summarized  unaudited  quarterly financial data for 2006 and 2005 are as
      follows:
<TABLE>

                                                 P-7 Partnership
                                                 ---------------
<CAPTION>

                                                            2006
                               -------------------------------------------------------------
                                 First            Second             Third        Fourth
                              Quarter(2)         Quarter(2)        Quarter(2)     Quarter
                              ----------         ----------        ----------    ----------
<S>                            <C>              <C>               <C>            <C>

Total Revenues                 $655,516         $  723,658        $  626,350     $369,607
Gross Profit(1)                 606,292            692,459           580,548      126,184
Income from continuing
   operations                   529,847            639,699           528,436       69,569
Income from discontinued
   operations                   407,168            414,960           428,024      921,195
Net Income                      937,015          1,054,659           956,460      990,764
Limited Partners' net
   Income per Unit                 4.44               5.00             4.54          4.61


                                                            2005
                              ------------------------------------------------------------
                                 First            Second            Third         Fourth
                              Quarter(2)         Quarter(2)       Quarter(2)     Quarter(2)
                              ----------        ----------        ----------     ---------

Total Revenues                 $611,986         $  603,453        $  774,862     $595,944
Gross Profit(1)                 587,849            566,656           722,891      526,422
Income from continuing
   operations                   513,758            513,799           670,235      469,769
Income from discontinued
   operations                   242,035            240,175           391,246      289,970
Net Income                      755,793            753,974         1,061,481      759,739
Limited Partners' net
   Income per Unit                 3.58               3.57              5.02         3.58

                                      F-29
<PAGE>

------------
(1)  Total  revenues less  depletion of Net Profits  Interests and  impairment provision.
(2)  Quarterly  and prior year amounts have been  restated to reflect the sale of the Plains  Unit  during  2006 and assets held
     for sale as of December 31,  2006  as  discontinued  operations,  as  described  in Note 6 to the financial statements of the
     Partnership.

</TABLE>






                  [Remainder of Page Intentionally Left Blank]





                                      F-30
<PAGE>

<TABLE>

                                                 P-8 Partnership
                                                 ---------------
<CAPTION>

                                                            2006
                              ----------------------------------------------------------
                                 First            Second           Third        Fourth
                              Quarter(2)        Quarter(2)       Quarter(2)     Quarter
                              ----------        ----------       ----------    ---------
<S>                            <C>               <C>             <C>            <C>

Total Revenues                 $406,713          $448,148        $391,000       $253,677
Gross Profit(1)                 377,757           429,286         362,219        125,533
Income from continuing
   operations                   321,535           396,428         329,739         88,552
Income from discontinued
   operations                   255,547           268,126         274,834        509,034
Net Income                      577,082           664,554         604,573        597,586
Limited Partners' net
   Income per Unit                 4.43              5.14            4.65           4.55


                                                            2005
                              -----------------------------------------------------------
                                 First           Second           Third         Fourth
                              Quarter(2)        Quarter(2)       Quarter(2)    Quarter(2)
                              ----------        ----------       ----------    ----------

Total Revenues                 $357,401          $379,666        $483,096       $415,816
Gross Profit(1)                 343,502           358,757         448,643        375,409
Income from continuing
   operations                   289,476           325,734         415,852        338,523
Income from discontinued
   operations                   157,548           155,551         252,007        188,232
Net Income                      447,024           481,285         667,859        526,755
Limited Partners' net
   Income per Unit                 3.44              3.70            5.13           4.05



                                                     F-31
<PAGE>


------------
(1)  Total  revenues less  depletion of Net Profits  Interests and  impairment provision.
(2)  Quarterly  and prior year amounts have been  restated to reflect the sale of the
     Plains Unit during  2006 and assets held for sale as of December 31,  2006  as
     discontinued  operations,  as  described  in Note 6 to the financial statements of
     the Partnership.

</TABLE>


                  [Remainder of Page Intentionally Left Blank]







                                      F-32
<PAGE>


6.    DISCONTINUED OPERATIONS

      During  August  2006,  the  General  Partner  approved a plan to sell an
increased amount of the Partnerships'  properties as a result of the generally
favorable  current  environment  for oil and gas  properties.  On October  11,
2006,  the  Partnerships  sold their  interests  in the Plains Unit at a large
public  oil and gas  auction  which  resulted  in  proceeds  of  approximately
$769,000  and  $394,000  (net  of  fees),  respectively,  to the  P-7  and P-8
Partnerships.  The  sale  resulted  in a  gain  on  disposal  of  discontinued
operations of approximately $691,000 and $354,000,  respectively,  for the P-7
and P-8  Partnerships.  Additional  properties  will be  sold at  auctions  in
2007.  The  property  sold in the October  auction and those  scheduled  to be
sold in 2007 auctions  represent  "disposal of a component" under Statement of
Financial  Accounting  Standards No. 144,  "Accounting  for the  Impairment or
Disposal of Long-Lived  Assets" (FAS 144).  Accordingly,  current year results
of these  properties have been classified as  discontinued,  and prior periods
have been  restated.  Once  properties are classified as assets held for sale,
they no longer incur any depreciation,  depletion,  and amortization  expense.
In conjunction with the planned sale, the Partnerships  will retain all assets
and  liabilities  through the effective date of the sale and  purchasers  will
assume the asset retirement obligations associated with the sold interests.

      Net income from discontinued operations is as follows:



                                      F-33
<PAGE>
<TABLE>

                                   P-7 Partnership
                                   ---------------
<CAPTION>

                                       2006               2005               2004
                                    ------------       ------------       -----------
<S>                                 <C>                <C>                 <C>
Net profits                          $1,551,019         $1,284,050         $957,946
Depreciation, depletion, and
   amortization of oil and gas
   properties                       (    70,781)       (   120,624)       ( 112,311)
                                       ---------         ---------          -------
Income from discontinued
   operations                        $1,480,238         $1,163,426         $845,635
                                       =========         =========          =======



                                   P-8 Partnership
                                   ---------------

                                       2006               2005               2004
                                   ------------       ------------       -----------

Net profits                          $  997,553         $  827,377         $614,760
Depreciation, depletion, and
   amortization of oil and gas
   properties                       (    44,065)       (    74,039)       (  69,455)
                                      ---------          ---------          -------
Income from discontinued
   operations                        $  953,488         $  753,338         $545,305
                                      =========          =========          =======


</TABLE>

                                      F-34
<PAGE>



Assets of the discontinued operations as of December 31, 2006 were as follows:

                                                                   P-7
                                                                Partnership
                                                                -----------
      Accounts payable - Net Profits                           ($  377,900)
      Net Profits Interests                                      8,075,604
      Accumulated depreciation, depletion,
         amortization and valuation allowance                  ( 4,636,983)
                                                                 ---------
      Net assets held for sale                                  $3,060,721
                                                                 =========


                                                                   P-8
                                                                Partnership
                                                                -----------
      Accounts payable - Net Profits                           ($  216,754)
      Net Profits Interests                                      4,611,390
      Accumulated depreciation, depletion,
         amortization and valuation allowance                  ( 2,478,693)
                                                                 ---------
      Net assets held for sale                                  $1,915,943
                                                                 =========



7.    SUBSEQUENT EVENT

      On February 5, 2007, the General  Partner mailed a notice to the limited
partners announcing that the Partnerships will terminate on December 31, 2007.

     The following  unaudited  pro forma balance  sheets as of December 31, 2006
give  effect  to a change  from the going  concern  basis of  accounting  to the
liquidation  basis of  accounting.  The unaudited  pro forma balance  sheets are
presented as if the change had occurred on December 31, 2006.  The unaudited pro
forma  balance  sheets  are based on  assumptions  and  include  adjustments  as
explained in the notes to the unaudited pro forma  balance  sheets.  While these
balance sheets are prepared with the intent of showing fair value, they are also
based on estimates  regarding (i) future net cash flows until the properties are
sold and (ii) sales prices which will be received for the properties through the
liquidation  process.  Actual current and future prices and costs as well as the
prices  purchasers  are willing to pay at the time the  properties  are sold may
differ  materially  from the estimates used in the  preparation of the unaudited
liquidation basis balance sheets.





                                      F-35
<PAGE>

<TABLE>

                 GEODYNE INSTITUTION/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-7
                                 Unaudited Pro Forma Balance Sheet
                                              December 31, 2006
<CAPTION>

                                                            Pro Forma
                                                           Adjustments
                                                          To Liquidation         Liquidation
                                                         Basis Accounting           Basis
                                        Historical           (Note B)             Pro Forma
                                       -----------       ----------------        -----------
<S>                                    <C>                <C>                    <C>

CURRENT ASSETS:
   Cash and cash equivalents           $  934,103         ($   934,103)               -
   Assets held for sale                 3,060,721         (  3,060,721)               -
                                        ---------           ----------           ----------
         Total current assets          $3,994,824         ($ 3,994,824)               -

NET PROFITS INTEREST utilizing
   the successful efforts
   method                               1,712,781         ($ 1,712,781)
NET ASSETS OF PARTNERSHIP
IN LIQUIDATION, at fair value               -               17,794,395            17,794,395
                                        ---------           ----------            ----------
                                       $5,707,605          $12,086,790           $17,794,395
                                        =========           ==========            ==========



</TABLE>

                                      F-36
<PAGE>
<TABLE>
<CAPTION>
                                                            Pro Forma
                                                           Adjustments
                                                          To Liquidation        Liquidation
                                                         Basis Accounting          Basis
                                        Historical           (Note B)            Pro Forma
                                       -----------       ----------------       -----------
<S>                                   <C>                 <C>                  <C>
CURRENT LIABILITIES:
   Accounts payable: Net
     Profits                           $  195,808         ($   195,808)        $    -
                                        ---------           ----------          ----------
      Total current
        liabilities                    $  195,808         ($   195,808)              -


PARTNER'S CAPITAL (DEFICIT):
   General Partner                    ($   49,973)         $ 1,581,853         $ 1,531,880
   Limited Partners, issued
     and outstanding
     188,702 units                      5,561,770           10,700,745          16,262,515
                                        ---------           ----------          ----------
      Total partners'
         capital                       $5,511,797          $12,282,598         $17,794,395
                                        ---------           ----------          ----------
                                       $5,707,605          $12,086,790         $17,794,395
                                        =========           ==========          ==========


</TABLE>

                                      F-37
<PAGE>
<TABLE>

                GEODYNE INSTITUTION/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-8
                                Unaudited Pro Forma Balance Sheet
                                       December 31, 2006
<CAPTION>

                                                           Pro Forma
                                                          Adjustments
                                                         To Liquidation         Liquidation
                                                        Basis Accounting           Basis
                                        Historical          (Note B)             Pro Forma
                                       -----------      ----------------        -----------
<S>                                    <C>               <C>                    <C>

CURRENT ASSETS:
   Cash and cash equivalents           $  621,916        ($   621,916)          $      -
   Assets held for sale                 1,915,943        (  1,915,943)                 -
                                        ---------          ----------            ----------
         Total current assets          $2,537,859        ($ 2,537,859)          $      -

NET PROFITS INTEREST utilizing
   the successful efforts
   method                               1,024,712        (  1,024,712)                 -
NET ASSETS OF PARTNERSHIP
IN LIQUIDATION, at fair value                -             11,264,733            11,264,733
                                        ---------          ----------            ==========
                                       $3,562,571        $  7,702,162           $11,264,733
                                        =========          ==========            ==========



</TABLE>

                                      F-38
<PAGE>

<TABLE>
<CAPTION>

                                                           Pro Forma
                                                          Adjustments
                                                         To Liquidation         Liquidation
                                                        Basis Accounting           Basis
                                        Historical          (Note B)             Pro Forma
                                       -----------      ----------------        -----------
<S>                                    <C>               <C>                    <C>

CURRENT LIABILITIES:
   Accounts Payable: Net
      Profits                          $  172,325        ($   172,325)          $     -

                                        ---------         -----------            ----------
      Total current
        liabilities                    $  172,325        ($   172,325)                -


PARTNER'S CAPITAL (DEFICIT):
   General Partner                    ($   17,672)        $   989,729           $   972,057
   Limited Partners, issued
     and outstanding
     116,168 units                      3,407,918           6,884,758            10,292,676
                                        ---------          ----------            ----------
      Total partners'
         capital                       $3,390,246         $ 7,874,487           $11,264,733
                                        ---------          ----------            ----------
                                       $3,562,571         $ 7,702,162           $11,264,733
                                        =========          ==========            ==========


</TABLE>

                                                               F-39
<PAGE>


      NOTE A - Basis of presentation

      The  unaudited  pro forma  balance  sheets as of  December  31, 2006 are
presented as if the change in the basis of  accounting  from the going concern
basis  to  the   liquidation   basis   occurred  on  December  31,  2006.  The
liquidation basis of accounting  reports the net assets of the partnerships at
their net realizable value.


      NOTE B - Pro forma adjustments

      Adjustments  have been made to reduce all balance sheet  categories into
one line, net assets of partnership  in  liquidation,  which is an estimate of
the net fair value of all partnership assets and liabilities.  Cash,  accounts
receivable,  and  accounts  payable  have all been valued at their  historical
cost, which  approximates  fair value. Oil and gas properties have been valued
at their  estimated  net sales  price,  which  have been  estimated  utilizing
discounted  cash  flows  based on strip  pricing as of  February  5, 2007 at a
discount rate of 10% for proved developed producing  reserves,  18% for proved
developed non-  producing  reserves and 20% for proved  undeveloped  reserves.
An adjustment  has been made to the  discounted  cash flows for the effects of
gas  balancing  and asset  retirement  obligations.  A provision has also been
made to account for  expenses  that will be incurred  directly  related to the
sale of the oil  and gas  properties.  The  allocation  of the net  assets  of
Partnerships in liquidation to the General  Partner and limited  partners were
calculated  using the  current  allocation  of income and  expense,  which may
change.

                                      F-40
<PAGE>



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

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

 4.1     Certificate of Limited  Partnership  dated February 28, 1992, for the
         Geodyne  Institutional/Pension Energy Income Limited Partnership P-7,
         filed with the  Securities  and Exchange  Commission  on February 26,
         2002,  as Exhibit  4.1 to Annual  Report on Form  10K-405  for period
         ended December 31, 2001 and is hereby incorporated by reference.

 4.2     Agreement of Limited  Partnership  dated  February 28, 1992,  for the
         Geodyne  Institutional/Pension Energy Income Limited Partnership P-7,
         filed with the  Securities  and Exchange  Commission  on February 26,
         2002,  as Exhibit  4.2 to Annual  Report on Form  10K-405  for period
         ended December 31, 2001 and is hereby incorporated by reference.

 4.3     First  Amendment  to  Certificate  of Limited  Partnership  and First
         Amendment  to  Agreement of Limited  Partnership  dated  February 25,
         1993,  for the Geodyne  Institutional/Pension  Energy Income  Limited
         Partnership  P-7, filed with the  Securities and Exchange  Commission
         on  February  26,  2002,  as  Exhibit  4.3 to  Annual  Report on Form
         10K-405   for  period   ended   December   31,  2001  and  is  hereby
         incorporated by reference.

 4.4     Second Amendment to Certificate of Limited  Partnership  dated August
         4, 1993, for the Geodyne  Institutional/Pension Energy Income Limited
         Partnership  P-7, filed with the  Securities and Exchange  Commission
         on  February  26,  2002,  as  Exhibit  4.4 to  Annual  Report on Form
         10K-405   for  period   ended   December   31,  2001  and  is  hereby
         incorporated by reference.

 4.5     Second Amendment to Agreement of Limited  Partnership dated August 4,
         1993,  for the Geodyne  Institutional/Pension  Energy Income  Limited
         Partnership  P-7, filed with the  Securities and Exchange  Commission
         on  February  26,  2002,  as  Exhibit  4.5 to  Annual  Report on Form
         10K-405   for  period   ended   December   31,  2001  and  is  hereby
         incorporated by reference.

 4.6     Third Amendment to Agreement of Limited  Partnership dated August 31,
         1995,  for the Geodyne  Institutional/Pension  Energy Income  Limited
         Partnership  P-7, filed with the  Securities and Exchange  Commission
         on  February  26,  2002,  as  Exhibit  4.6 to  Annual  Report on Form
         10K-405   for  period   ended   December   31,  2001  and  is  hereby
         incorporated by reference.


                                      F-41
<PAGE>



 4.7     Fourth  Amendment to Agreement of Limited  Partnership  dated July 1,
         1996,  for the Geodyne  Institutional/Pension  Energy Income  Limited
         Partnership  P-7, filed with the  Securities and Exchange  Commission
         on  February  26,  2002,  as  Exhibit  4.7 to  Annual  Report on Form
         10K-405   for  period   ended   December   31,  2001  and  is  hereby
         incorporated by reference.

 4.8     Fifth  Amendment to Agreement of Limited  Partnership  dated November
         14,  2001,  for  the  Geodyne   Institutional/Pension  Energy  Income
         Limited  Partnership  P-7,  filed with the  Securities  and  Exchange
         Commission  on February 26, 2002,  as Exhibit 4.8 to Annual Report on
         Form  10K-405  for  period  ended  December  31,  2001 and is  hereby
         incorporated by reference.

 4.9     Sixth  Amendment to Agreement of Limited  Partnership  dated  January
         22,  2004,  for  the  Geodyne   Institutional/Pension  Energy  Income
         Limited  Partnership  P-7,  filed with the  Securities  and  Exchange
         Commission  on March 26,  2004,  as Exhibit  4.9 to Annual  Report on
         Form  10-K  for  period  ended  December  31,  2003,  and  is  hereby
         incorporated by reference.

 4.10    Seventh  Amendment to Agreement of Limited  Partnership dated October
         27,  2005  for  the  Geodyne  Institutional/  Pension  Energy  Income
         Limited  Partnership  P-7,  filed with the  Securities  and  Exchange
         Commission  on March 29, 2006,  as Exhibit  4.10 to Annual  Report on
         Form  10-K  for  period  ended  December  31,  2005,  and  is  hereby
         incorporated by reference.

 4.11    Certificate of Limited  Partnership  dated February 28, 1992, for the
         Geodyne  Institutional/Pension Energy Income Limited Partnership P-8,
         filed with the  Securities  and Exchange  Commission  on February 26,
         2002,  as Exhibit  4.9 to Annual  Report on Form  10K-405  for period
         ended December 31, 2001 and is hereby incorporated by reference.

 4.12    Agreement of Limited  Partnership  dated  February 28 , 1992, for the
         Geodyne  Institutional/Pension Energy Income Limited Partnership P-8,
         filed with the  Securities  and Exchange  Commission  on February 26,
         2002,  as Exhibit  4.10 to Annual  Report on Form  10K-405 for period
         ended December 31, 2001 and is hereby incorporated by reference.

 4.13    First  Amendment  to  Certificate  of Limited  Partnership  and First
         Amendment  to  Agreement of Limited  Partnership  dated  February 25,
         1993,  for the Geodyne  Institutional/Pension  Energy Income  Limited
         Partnership  P-8, filed with the  Securities and Exchange  Commission
         on  February  26,  2002,  as  Exhibit  4.11 to Annual  Report on Form
         10K-405   for  period   ended   December   31,  2001  and  is  hereby
         incorporated by reference.


                                      F-42
<PAGE>



 4.14    Second Amendment to Certificate of Limited  Partnership  dated August
         4, 1993, for the Geodyne  Institutional/Pension Energy Income Limited
         Partnership  P-8, filed with the  Securities and Exchange  Commission
         on  February  26,  2002,  as  Exhibit  4.12 to Annual  Report on Form
         10K-405   for  period   ended   December   31,  2001  and  is  hereby
         incorporated by reference.

 4.15    Second Amendment to Agreement of Limited  Partnership dated August 4,
         1993,  for the Geodyne  Institutional/Pension  Energy Income  Limited
         Partnership  P-8, filed with the  Securities and Exchange  Commission
         on  February  26,  2002,  as  Exhibit  4.13 to Annual  Report on Form
         10K-405   for  period   ended   December   31,  2001  and  is  hereby
         incorporated by reference.

 4.16    Third Amendment to Agreement of Limited  Partnership dated August 31,
         1995,  for the Geodyne  Institutional/Pension  Energy Income  Limited
         Partnership  P-8, filed with the  Securities and Exchange  Commission
         on  February  26,  2002,  as  Exhibit  4.14 to Annual  Report on Form
         10K-405   for  period   ended   December   31,  2001  and  is  hereby
         incorporated by reference.

 4.17    Fourth  Amendment to Agreement of Limited  Partnership  dated July 1,
         1996,  for the Geodyne  Institutional/Pension  Energy Income  Limited
         Partnership  P-8, filed with the  Securities and Exchange  Commission
         on  February  26,  2002,  as  Exhibit  4.15 to Annual  Report on Form
         10K-405   for  period   ended   December   31,  2001  and  is  hereby
         incorporated by reference.

 4.18    Fifth  Amendment to Agreement of Limited  Partnership  dated November
         14,  2001,  for  the  Geodyne   Institutional/Pension  Energy  Income
         Limited  Partnership  P-8,  filed with the  Securities  and  Exchange
         Commission  on February 26, 2002, as Exhibit 4.16 to Annual Report on
         Form  10K-405  for  period  ended  December  31,  2001 and is  hereby
         incorporated by reference.

 4.19    Sixth  Amendment to Agreement of Limited  Partnership  dated  January
         22,  2004,  for  the  Geodyne   Institutional/Pension  Energy  Income
         Limited  Partnership  P-8  filed  with the  Securities  and  Exchange
         Commission  on March 26, 2004,  as Exhibit  4.17 to Annual  Report on
         Form  10-K  for  period  ended  December  31,  2003,  and  is  hereby
         incorporated by reference.

 4.20    Seventh  Amendment to Agreement of Limited  Partnership dated October
         27,  2005  for  the  Geodyne  Institutional/  Pension  Energy  Income
         Limited  Partnership  P-8,  filed with the  Securities  and  Exchange
         Commission  on March 29, 2006,  as Exhibit  4.20 to Annual  Report on
         Form 10-K for period


                                      F-43
<PAGE>


         ended December 31, 2005, and is hereby incorporated by reference.

*23.1    Consent   of   Ryder   Scott   Company,    L.P.   for   the   Geodyne
         Institutional/Pension Energy Income Limited Partnership P-7.

*23.2    Consent   of   Ryder   Scott   Company,    L.P.   for   the   Geodyne
         Institutional/Pension Energy Income Limited Partnership P-8.

*31.1    Certification    by    Dennis    R.    Neill    required    by   Rule
         13a-14(a)/15d-14(a)  for  the  Geodyne  Institutional/Pension  Energy
         Income Limited Partnership P-7.

*31.2    Certification    by    Craig    D.    Loseke    required    by   Rule
         13a-14(a)/15d-14(a)  for  the  Geodyne  Institutional/Pension  Energy
         Income Limited Partnership P-7.

*31.3    Certification    by    Dennis    R.    Neill    required    by   Rule
         13a-14(a)/15d-14(a)  for  the  Geodyne  Institutional/Pension  Energy
         Income Limited Partnership P-8.

*31.4    Certification    by    Craig    D.    Loseke    required    by   Rule
         13a-14(a)/15d-14(a)  for  the  Geodyne  Institutional/Pension  Energy
         Income Limited Partnership P-8.

*32.1    Certification   pursuant  to  18  U.S.C.  Section  1350,  as  adopted
         pursuant  to Section  906 of the  Sarbanes-Oxley  Act of 2002 for the
         Geodyne Institutional/Pension Energy Income Limited Partnership P-7.

*32.2    Certification   pursuant  to  18  U.S.C.  Section  1350,  as  adopted
         pursuant  to Section  906 of the  Sarbanes-Oxley  Act of 2002 for the
         Geodyne Institutional/Pension Energy Income Limited Partnership P-8.

      All other Exhibits are omitted as inapplicable.

      ----------

      *Filed herewith.



                                      F-44