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

For the fiscal year ended December 31, 1998

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

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

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



                                       1
<PAGE>




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

      DOCUMENTS INCORPORATED BY REFERENCE: None




                                       2
<PAGE>




                                      
                                 FORM 10-K405
                               TABLE OF CONTENTS


PART I.......................................................................4
      ITEM 1.     BUSINESS...................................................4
      ITEM 2.     PROPERTIES.................................................9
      ITEM 3.     LEGAL PROCEEDINGS.........................................13
      ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......14

PART II.....................................................................14
      ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS......14
      ITEM 6.     SELECTED FINANCIAL DATA  .................................17
      ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS.......................20
      ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                  ABOUT MARKET RISK.........................................34
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............34
      ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.......................34

PART III....................................................................34
      ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL
                  PARTNER...................................................34
      ITEM 11.    EXECUTIVE COMPENSATION....................................36
      ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT................................................39
      ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............40

PART IV.....................................................................42
      ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
                  ON FORM 8-K...............................................42

SIGNATURES..................................................................45




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<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 29 limited
partnerships,  including the Partnerships. The General Partner is a wholly-owned
subsidiary  of Samson  Investment  Company.  Samson  Investment  Company and its
various  corporate  subsidiaries,  including the General  Partner  (collectively
"Samson"),  are  primarily  engaged in the  production  and  development  of and
exploration  for oil and gas  reserves  and the  acquisition  and  operation  of
producing   properties.   At  January  31,  1999  Samson   owned   interests  in
approximately 10,500 oil and gas wells located in 19 states of the United States
and the countries of Canada,  Venezuela, and Russia. At January 31, 1999, Samson
operated  approximately  2,900  oil and gas  wells  located  in 15 states of the
United States, as well as Canada, Venezuela, and Russia.

      The  Partnerships  are  currently  engaged in the  business  of owning net
profits  and  royalty  interests  in  oil  and  gas  properties  located  in the
continental  United States.  Most of the net profits  interests  acquired by the
Partnerships have been carved out of working interests in 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.  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-K405  ("Annual  Report") the
Partnerships'



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<PAGE>



net profits and  royalty  interests  in oil and gas sales will be referred to as
"Net Profits" and the Partnerships' net profits and royalty interests in oil and
gas properties will be collectively referred to as "Net Profits Interests."

      In order to  prudently  manage the  properties  which are  burdened by the
Partnerships'  Net  Profits  Interests,  it  may  be  appropriate  for  drilling
operations  to  be  conducted  on  such  properties.   Since  the  Partnerships'
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 the
other Samson Companies.  As of February 15, 1999, Samson employed  approximately
850 persons. No employees are covered by collective bargaining  agreements,  and
management believes that Samson provides a sound employee relations environment.
For information  regarding the executive  officers of the General  Partner,  see
"Item 10. Directors and Executive Officers of the General Partner."

      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].

      The  Partnerships  will terminate on February 28, 2002 in accordance  with
the partnership  agreement for each Partnership (the  "Partnership  Agreement").
However,  the General Partner may extend the term of each  Partnership for up to
five  periods  of two years  each.  As of the date of this  Annual  Report,  the
General  Partner  has  not  determined   whether  to  extend  the  term  of  any
Partnership.

      Funding

      Although  the  partnership  agreement  for each  Partnership  permits 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.

      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



                                       5
<PAGE>



development   activities.   The  Partnerships  are  not  presently  encountering
shortages of oilfield tubular goods, compressors,  production material, or other
equipment.


      Competition and Marketing

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

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

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

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel range.  Due to global  consumption and supply trends
over the last year as well as a drop in Asian energy demand, oil prices over the
past  year  have  reached  historically  low  levels,  dropping  to  as  low  as
approximately $9.25 per barrel. It is not known whether this



                                       6
<PAGE>



trend  will  continue.   Prices  for  the   Partnerships'   oil  decreased  from
approximately  $16.25 per barrel at December 31, 1997 to approximately $9.50 per
barrel at December 31, 1998.

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


      Significant Customers

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

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

          P-7           National Cooperative
                          Refinery Association
                          ("NCRA")                             23.3%
                        Scurlock Permian Corp.
                          ("Scurlock")                         14.4%


          P-8           NCRA                                   22.2%
                        El Paso Energy
                         Marketing Company                     13.0%
                        Scurlock                               11.8%


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

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




                                       7
<PAGE>



      Oil, Gas, and Environmental Control Regulations

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

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

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

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


      Insurance Coverage

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



                                       8
<PAGE>



and  results  of  operations  in that it could  negatively  impact the cash flow
received from the Net Profits Interests.


ITEM 2. PROPERTIES

      Well Statistics

      The following table sets forth the number of productive wells in which the
Partnerships had a Net Profits Interest as of December 31, 1998.

                                      Number of Wells(1)
                                ---------------------------
                  P/ship        Total        Oil        Gas
                  ------        -----       -----       ---
                    P-7         1,558       1,266       292
                    P-8         1,748       1,408       340

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


      Drilling Activities

      During 1998, the Partnerships  indirectly  participated in the drilling of
22  developmental  wells in the  Goldsmith  Adobe Unit located in Ector  County,
Texas. This large unitized property produces primarily oil.


      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.





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<PAGE>



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

                                            Year ended December 31,
                                 -------------------------------------------
                                    1998             1997            1996
                                 ----------       ----------      ----------
   Production:
      Oil (Bbls)                     98,774          120,178         138,204
      Gas (Mcf)                     511,563          641,756         702,019
   Oil and gas sales(1):
      Oil                        $1,248,689       $2,324,633      $2,781,358
      Gas                           929,598        1,402,005       1,400,864
                                  ---------        ---------       ---------
        Total                    $2,178,287       $3,726,638      $4,182,222
                                  =========        =========       =========
   Average sales price:
      Per barrel of oil              $12.64           $19.34          $20.13
      Per Mcf of gas                   1.82          2.18               2.00

-------------------
(1)   These   amounts   differ  from  the  Net  Profits   included  in  the  P-7
      Partnership's  financial statements because they do not reflect the offset
      of $730,501,  $1,655,228,  and  $1,993,149,  respectively,  of  production
      expenses incurred by the Affiliated Programs.


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

                                           Year ended December 31,
                                --------------------------------------------
                                    1998             1997            1996
                                 ----------       ----------      ----------
   Production:
      Oil (Bbls)                     58,417           71,117          80,477
      Gas (Mcf)                     364,998          451,812         499,493
   Oil and gas sales(1):
      Oil                        $  734,314       $1,370,094      $1,620,507
      Gas                           661,625        1,009,409       1,044,563
                                  ---------        ---------       ---------
        Total                    $1,395,939       $2,379,503      $2,665,070
                                  =========        =========       =========
   Average sales price:
      Per barrel of oil              $12.57           $19.27          $20.14
      Per Mcf of gas                   1.81             2.23            2.09

-------------------
(1)   These   amounts   differ  from  the  Net  Profits   included  in  the  P-8
      Partnership's  financial statements because they do not reflect the offset
      of $564,328, $826,922 and $1,342,721,



                                       10
<PAGE>



     respectively, of production expenses 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, 1998 which were
attributable  to the  Partnerships'  Net  Profits  Interests.  The  schedule  of
quantities of proved oil and gas reserves was prepared by the General Partner in
accordance with the rules  prescribed by the Securities and Exchange  Commission
(the "SEC").  Certain  reserve  information  was reviewed by Ryder Scott Company
Petroleum Engineers ("Ryder Scott"), an independent  petroleum engineering firm.
As used  throughout  this  Annual  Report,  "proved  reserves"  refers  to those
estimated  quantities of crude oil, gas, and gas liquids  which  geological  and
engineering  data  demonstrate  with  reasonable  certainty to be recoverable in
future  years from known oil and gas  reservoirs  under  existing  economic  and
operating conditions.

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

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





                                       11
<PAGE>



                              Proved Reserves and
                               Net Present Values
                             From Proved Reserves
                          As of December 31, 1998(1)

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

   Estimated proved reserves:
      Gas (Mcf)                                                 3,719,317
      Oil and liquids (Bbls)                                      523,497

   Net present value (discounted at 10% per annum)             $3,714,687

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

   Estimated proved reserves:
      Gas (Mcf)                                                 2,629,946
      Oil and liquids (Bbls)                                      298,695

   Net present value (discounted at 10% per annum)             $2,618,668

----------

(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.


      Significant Properties

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

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



                                       12
<PAGE>



and  southeast  New Mexico.  The  Mid-Gulf  Coast Basin is located in southern
Alabama and Mississippi.


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

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

P-7 P/ship:
  Anadarko         26      15     58%    17,818    1,558,266      $1,215,446
  Permian       1,380       5      -%   481,944    1,746,714       2,107,713

P-8 P/ship:
  Permian       1,824       5      -%   273,910    1,103,709      $1,303,049
  Anadarko         35      19     54%    10,328    1,064,481         877,254
  Mid-Gulf          5       -      -%     2,527      440,043         368,446
    Coast


      Title to Oil and Gas Properties

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

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




ITEM 3. LEGAL PROCEEDINGS

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




                                       13
<PAGE>




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 1998.


PART II.

ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS

      As  of  February  1,  1999,  the  number  of  Units  outstanding  and  the
approximate  number of Limited  Partners of record in the  Partnerships  were as
follows:

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

                P-7            188,702              1,191
                P-8            116,168              1,070

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

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





                                       14
<PAGE>


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

 P-7       $30    $34     $31    $28     $25    $30     $29    $28      $27
 P-8        30     34      31     28      25     30      28     27       26


      In addition to this repurchase  offer, the Partnerships  have been subject
to "4.9% tender  offers" from several  third parties  during 1997 and 1998.  The
General  Partner does not know the terms of these offers or the prices  received
by the Limited Partners who accepted these offers.


      Cash Distributions

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

      The  following  is a summary  of cash  distributions  paid to the  Limited
Partners during 1997 and 1998 and the first quarter of 1999:




                                       15
<PAGE>



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


                                    1997
                 -------------------------------------------
                  1st          2nd       3rd          4th
   P/ship         Qtr.(1)      Qtr.      Qtr.(1)      Qtr.
   ------        --------     -----      -------     -------
    P-7          $3.22        $3.00      $3.65       $2.37
    P-8           3.57         3.54       3.82        2.44

                                     1998                            1999
                 ------------------------------------------          -----
                  1st          2nd          3rd       4th             1st
   P/ship         Qtr.(1)      Qtr.(1)      Qtr.      Qtr.            Qtr
   ------        --------     --------     ------    ------          -----
    P-7          $2.73        $1.53        $1.02     $0.98           $1.16
    P-8           2.85         1.72         1.38      1.06            1.13


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



                                       16
<PAGE>




ITEM 6. SELECTED FINANCIAL DATA

      The  following   table   presents   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."




                                       17
<PAGE>
<TABLE>
<CAPTION>




                                                        
                                               Selected Financial Data
                                                   P-7 Partnership
                                                   ---------------

                                       1998            1997             1996              1995              1994
                                   -------------   -------------    -------------     -------------     -------------
   <S>                             <C>             <C>              <C>               <C>               <C>        
   Net Profits                      $1,447,786      $2,071,410       $2,189,073        $1,805,775        $ 1,765,636

   Net Income (Loss):
      Limited Partners             ( 1,629,959)    (   291,307)       1,002,570       (   173,270)      (    953,384)
      General Partner                   38,966          79,104           97,048            62,313             48,118
      Total                        ( 1,590,993)    (   212,203)       1,099,618       (   110,957)      (    905,266)

   Limited Partners' Net
      Income (Loss) per Unit       (      8.64)    (      1.54)            5.31       (       .92)      (       5.05)

   Limited Partners' Cash
      Distributions per Unit              6.26           12.24             8.49              6.49              10.38

   Total Assets                      2,877,677       5,707,521        8,329,130         8,975,278         10,374,235

   Partners' Capital (Deficit)
      Limited Partners               3,007,106       5,820,065        8,421,372         9,020,802         10,419,072
      General Partner              (   129,429)    (   119,241)     (    92,242)      (    45,524)      (     44,837)

   Number of Units
      Outstanding                      188,702         188,702          188,702           188,702            188,702


</TABLE>


                                       18
<PAGE>
<TABLE>
<CAPTION>





                                                 Selected Financial Data
                                                     P-8 Partnership
                                                     ---------------

                                        1998              1997             1996             1995             1994
                                    -------------     -------------    -------------    -------------    ------------
   <S>                              <C>               <C>              <C>              <C>              <C>       
   Net Profits                       $  831,611        $1,552,581       $1,322,349       $1,346,992       $  976,911

   Net Income (Loss):
      Limited Partners              (   698,000)           23,531          454,230      (    72,844)     (   987,517)
      General Partner                    25,063            62,184           55,352           48,233           20,615
      Total                         (   672,937)           85,715          509,582      (    24,611)     (   966,902)

   Limited Partners' Net
      Income (Loss) per Unit        (      6.01)              .20             3.91      (       .63)     (      8.50)

   Limited Partners' Cash
      Distributions per Unit               7.01             13.37             8.31             7.57             9.77

   Total Assets                       1,675,436         3,195,524        4,727,442        5,272,926        6,299,996

   Partners' Capital (Deficit)
      Limited Partners                1,740,288         3,252,288        4,781,757        5,293,527        6,246,371
      General Partner               (    64,852)      (    56,764)     (    54,315)     (    20,601)     (    24,334)

   Number of Units
      Outstanding                       116,168           116,168          116,168          116,168          116,168


</TABLE>


                                       19
<PAGE>




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

      Use of Forward-Looking Statements and Estimates

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

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


      General Discussion

      The following  general  discussion  should be read in conjunction with the
analysis of results of  operations  provided  below.  As previously  noted,  the
Partnerships  own net profits and royalty  interests in oil and gas  properties.
The  Partnerships'  net profits  interests were carved out of Working  Interests
which were acquired by the Affiliated  Programs.  Net profits  interests entitle
the Partnerships to a share of net revenues from producing  properties  measured
by a  specific  percentage  of the  net  profits  realized  by  such  Affiliated
Programs.  Except  where  otherwise  noted,  references  to certain  operational
activities of the  Partnerships  are actually the  activities of the  Affiliated
Programs.  As the holder of a net profits interest,  a Partnership is not liable
to pay any  amount by which oil and gas  operating  costs  and  expenses  exceed
revenues for any period,  although  any  deficit,  together  with  interest,  is
applied to reduce the amounts payable to the Partnership in subsequent  periods.
As used throughout this Management's



                                       20
<PAGE>



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

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

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

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

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

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



                                       21
<PAGE>



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

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


      Results of Operations

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



                                       22
<PAGE>




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

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

      Total Net Profits decreased  $623,624 (30.1%) in 1998 as compared to 1997.
Of this  decrease,  approximately  $414,000  and  $284,000,  respectively,  were
related to decreases in volumes of oil and gas sold and  approximately  $662,000
and $188,000,  respectively,  were related to decreases in the average prices of
oil and gas sold.  The decrease in Net Profits  related to decreased oil and gas
sales was partially offset by a decrease of approximately $925,000 in production
expenses incurred by the owners of the Working Interests. Volumes of oil and gas
sold decreased 21,404 barrels and 130,193 Mcf, respectively, in 1998 as compared
to 1997.  The decrease in volumes of oil sold resulted  primarily  from positive
prior period volume  adjustments made by the purchasers on two significant wells
during 1997. The decrease in volumes of gas sold resulted primarily from (i) the
normal decline in production and (ii) the sale of several wells during 1998. The
decrease in production  expenses resulted primarily from (i) a decrease in lease
operating expenses  associated with the decreases in volumes of oil and gas sold
during  1998 as  compared  to 1997 and (ii)  workover  expenses  incurred on two
significant  wells during 1997.  Average oil and gas prices  decreased to $12.64
per barrel and $1.82 per Mcf,  respectively,  in 1998 from $19.34 per barrel and
$2.18 per Mcf, respectively, in 1997.

      As  discussed  in  "Liquidity  and  Capital   Resources"  below,  the  P-7
Partnership  sold  certain Net Profits  Interests  during 1998 and  recognized a
$148,737 gain on such sales. Sales of Net Profits Interests during 1997 resulted
in the P-7 Partnership recognizing similar gains totaling $190,985.

      Depletion of Net Profits Interests  increased  $518,453 (65.3%) in 1998 as
compared to 1997. This increase resulted  primarily from a significant  downward
revision in the  estimate of remaining  oil reserves at December 31, 1998.  As a
percentage of Net Profits, this expense increased to 90.6% in 1998 from 38.3% in
1997.  This  percentage  increase was  primarily  due to (i) the decrease in Net
Profits and (ii) the dollar increase in depletion of Net Profits Interests.

      The P-7  Partnership  recognized  a non-cash  charge  against  earnings of
$1,664,601 in the fourth quarter of 1998. This charge was related to the decline
in oil  and  gas  prices  used to  determine  future  cash  flows  from  the P-7
Partnership's  Net Profits  Interests in proved oil and gas reserves at December
31, 1998. In the first quarter of 1997, a non-cash charge of $1,474,823 was also
recognized. Of this amount, $686,260 was



                                       23
<PAGE>



related to the decline in oil and gas prices used to determine future cash flows
from the P-7  Partnership's Net Profits Interests in proved oil and gas reserves
at March 31, 1997 and  $788,563  was related to the  writing-off  of Net Profits
Interests in unproved  properties.  These unproved  properties  were written off
based on the General  Partner's  determination  that it was  unlikely  that such
properties  would be  developed  due to low oil and gas prices  and  Partnership
Agreement  provisions  which limit the P-7  Partnership's  level of  permissible
indirect drilling activity through its Affiliated Programs.

      General and  administrative  expenses  decreased  $4,757 (2.1%) in 1998 as
compared to 1997. As a percentage of Net Profits,  these  expenses  increased to
15.3% in 1998 from 10.9% in 1997. This percentage  increase was primarily due to
the decrease in Net Profits.

      Cumulative cash distributions to the Limited Partners through December 31,
1998 were $10,845,916 or 57.48% of the Limited Partners' capital contributions.




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

      Total Net Profits  decreased  $117,663 (5.4%) in 1997 as compared to 1996.
Of this  decrease,  approximately  $363,000  and  $121,000,  respectively,  were
related to  decreases in volumes of oil and gas sold and  approximately  $95,000
was related to a decrease in the average price of oil sold,  which  decrease was
partially offset by an increase of approximately $116,000 related to an increase
in the average price of gas sold.  In addition,  the decrease in Net Profits was
partially offset by an increase of approximately  $338,000 related to a decrease
in production expenses incurred by the owners of the Working Interests.  Volumes
of oil and gas sold decreased  18,026 barrels and 60,263 Mcf,  respectively,  in
1997 as compared to 1996. The decrease in production expenses resulted primarily
from (i)  decreases  in volumes of oil and gas sold in 1997,  (ii) a decrease in
general repair and maintenance expenses incurred on one significant well in 1997
as compared to 1996, and (iii)  workover  expenses  incurred on one  significant
well in 1996 in order to increase  production  capabilities.  Average oil prices
decreased  to $19.34 per barrel in 1997 from $20.13 per barrel in 1996.  Average
gas prices increased to $2.18 per Mcf in 1997 from $2.00 per Mcf in 1996.

      Depletion of Net Profits Interests  decreased  $277,958 (25.9%) in 1997 as
compared to 1996. This decrease  resulted  primarily from (i) a lower depletable
base caused by significant  write-downs of oil and gas properties in 1997,  (ii)
an upward revision in the estimate of remaining oil and gas reserves at



                                       24
<PAGE>



December  31,  1997,  and (iii) the  decreases in volumes of oil and gas sold in
1997.  As a percentage of Net Profits,  this expense  decreased to 38.3% in 1997
from 49.0% in 1996.  This  percentage  decrease was  primarily due to the dollar
decrease in depletion of Net Profits  Interests  and the increase in the average
price of gas sold in 1997.

      The P-7  Partnership  recognized  a non-cash  charge  against  earnings of
$1,474,823 in the first quarter of 1997. Of this amount, $686,260 was related to
the decline in oil and gas prices used to  determine  future cash flows from the
P-7  Partnership's Net Profits Interests in proved oil and gas reserves at March
31,  1997  and  $788,563  was  related  to the  writing-off  of the Net  Profits
Interests in unproved  properties.  These unproved  properties  were written off
based on the General  Partner's  determination  that it was  unlikely  that such
properties  would be  developed  due to low oil and gas prices  and  Partnership
Agreement  provisions  which limit the P-7  Partnership's  level of  permissible
indirect drilling activity through its Affiliated  Programs.  No similar charges
were necessary in 1996.

      General and administrative  expenses remained  relatively constant in 1997
as compared  to 1996.  As a  percentage  of Net  Profits,  these  expenses  also
remained relatively constant at 10.9% in 1997 and 10.3% in 1996.



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

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

      Total Net Profits decreased  $720,970 (46.4%) in 1998 as compared to 1997.
Of this  decrease,  approximately  $245,000  and  $194,000,  respectively,  were
related  to  decreases  in the  volumes  of oil and gas sold  and  approximately
$391,000 and  $154,000,  respectively,  were related to decreases in the average
prices of oil and gas sold. The decrease in Net Profits related to decreased oil
and gas sales was partially  offset by a decrease of  approximately  $263,000 in
production expenses incurred by the owners of the Working Interests.  Volumes of
oil and gas sold decreased 12,700 barrels and 86,814 Mcf, respectively,  in 1998
as compared to 1997. The decrease in volumes of oil sold resulted primarily from
positive  prior  period  volume  adjustments  made  by  the  purchasers  on  two
significant  wells  during 1997.  The  decrease in volumes of gas sold  resulted
primarily from (i) the curtailment of sales during 1998 on one significant  well
due to the P-8 Partnership's  overproduced  position in that well, (ii) the sale
of several wells during 1998, and (iii) the normal  decline in  production.  The
decrease  in  production  expenses  resulted  primarily  from (i) a decrease  in
production taxes


                                       25
<PAGE>



associated with the decrease in Net Profits,  (ii) workover expenses incurred on
several  significant  wells during 1997, and (iii) a decrease in lease operating
expenses  associated with the decreases in volumes of oil and gas sold.  Average
oil  and  gas  prices  decreased  to  $12.57  per  barrel  and  $1.81  per  Mcf,
respectively, in 1998 from $19.27 per barrel and $2.23 per Mcf, respectively, in
1997.

      As  discussed  in  "Liquidity  and  Capital   Resources"  below,  the  P-8
Partnership  sold  certain Net Profits  Interests  during 1998 and  recognized a
$102,195 gain on such sales. Sales of Net Profits Interests during 1997 resulted
in the P-8 Partnership recognizing similar gains totaling $124,010.

      Depletion of Net Profits Interests  increased  $266,845 (64.3%) in 1998 as
compared to 1997. This increase resulted  primarily from a significant  downward
revision in the  estimate of remaining  oil reserves at December 31, 1998.  As a
percentage of Net Profits, this expense increased to 82.0% in 1998 from 26.7% in
1997.  This  percentage  increase was  primarily  due to (i) the decrease in Net
Profits and (ii) the dollar increase in depletion of Net Profits Interests.

      The P-8  Partnership  recognized  a non-cash  charge  against  earnings of
$798,075 in the fourth  quarter of 1998.  This charge was related to the decline
in oil  and  gas  prices  used to  determine  future  cash  flows  from  the P-8
Partnership's  Net Profits  Interests in proved oil and gas reserves at December
31, 1998. In the first quarter of 1997, a non-cash charge of $1,052,542 was also
recognized.  Of this amount,  $650,465 was related to the decline in oil and gas
prices  used to  determine  future  cash  flows from the P-8  Partnership's  Net
Profits  Interests in proved oil and gas reserves at March 31, 1997 and $402,077
was related to the writing-off of Net Profits Interests in unproved  properties.
These  unproved  properties  were  written  off based on the  General  Partner's
determination  that it was unlikely that such properties  would be developed due
to low oil and gas prices and Partnership  Agreement  provisions which limit the
P-8  Partnership's  level of permissible  indirect drilling activity through its
Affiliated Programs.

      General and  administrative  expenses  decreased  $2,836 (2.0%) in 1998 as
compared to 1997. As a percentage of Net Profits,  these  expenses  increased to
16.4% in 1998 from 9.0% in 1997, primarily due to the decrease in Net Profits.

      Cumulative cash distributions to the Limited Partners through December 31,
1998 were $6,762,583 or 58.21% of the Limited Partners' capital contributions.



                                       26
<PAGE>





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

      Total Net Profits increased  $230,232 (17.4%) in 1997 as compared to 1996.
Of this increase, approximately $516,000 was related to a decrease in production
expenses  incurred  by the owners of the  Working  Interests  and  approximately
$63,000  was related to an  increase  in the  average  price of gas sold,  which
increases were partially offset by decreases of (i)  approximately  $189,000 and
$100,000, respectively,  related to decreases in volumes of oil and gas sold and
(ii)  approximately  $62,000  related to a decrease in the average  price of oil
sold.  Volumes of oil and gas sold  decreased  9,360  barrels  and  47,681  Mcf,
respectively,  in 1997 as compared to 1996. The decrease in production  expenses
resulted  primarily  from (i) the  decreases  in  volumes of oil and gas sold in
1997, (ii) a decrease in general repair and maintenance expenses incurred on one
significant  well in 1997 as  compared  to 1996,  and  (iii)  workover  expenses
incurred  on one  significant  well in  1996 in  order  to  increase  production
capabilities.  Average  oil prices  decreased  to $19.27 per barrel in 1997 from
$20.14 per barrel in 1996. Average gas prices increased to $2.23 per Mcf in 1997
from $2.09 per Mcf in 1996.

      Depletion of Net Profits Interests  decreased  $343,961 (45.3%) in 1997 as
compared to 1996. This decrease  resulted  primarily from (i) a lower depletable
base caused by significant  write-downs of oil and gas properties in 1997,  (ii)
an upward  revision in the  estimate of  remaining  gas reserves at December 31,
1997,  and (iii) the  decreases  in  volumes  of oil and gas sold in 1997.  As a
percentage of Net Profits, this expense decreased to 26.7% in 1997 from 57.4% in
1996.  This  percentage  decrease was  primarily  due to the dollar  decrease in
depletion of Net Profits  Interests and the increase in the average price of gas
sold in 1997.

      The P-8  Partnership  recognized  a non-cash  charge  against  earnings of
$1,052,542 in the first quarter of 1997. Of this amount, $650,465 was related to
the decline in oil and gas prices used to  determine  future cash flows from the
P-8  Partnership's Net Profits Interests in proved oil and gas reserves at March
31, 1997 and $402,077 was related to the writing-off of Net Profits Interests in
unproved  properties.  These unproved  properties  were written off based on the
General Partner's  determination that it was unlikely that such properties would
be developed due to low oil and gas prices and Partnership  Agreement provisions
which  limit the P-8  Partnership's  level of  permissible  drilling  activities
through its Affiliated Programs. No similar charges were necessary in 1996.

     General and administrative expenses remained relatively constant in 1997 as
compared to 1996. As a percentage of Net



                                       27
<PAGE>



Profits,  these  expenses  decreased  to 9.0% in 1997 from  10.5% in 1996.  This
percentage  decrease was primarily due to the increase in Net Profits  discussed
above.


      Average Proceeds and Units of Production

      The following  tables are  comparisons of the annual  equivalent  units of
production  (one  barrel  of oil or six Mcf of gas)  and  the  average  proceeds
received  per  equivalent   unit  of  production  for  the  oil  and  gas  sales
attributable  to the  Partnerships'  Net  Profits  Interest  for the years ended
December 31, 1998,  1997, and 1996. These factors comprise the change in oil and
gas sales discussed in the "Results of Operations" section above.

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

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

 P-7          184,035   227,137     (19%)       $7.87    $ 9.12   (14%)
 P-8          119,250   146,419     (19%)        6.97     10.60   (34%)



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

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

 P-7          227,137   255,207      (11%)      $ 9.12   $8.58      6%
 P-8          146,419   163,726      (11%)       10.60    8.08     31%




      Liquidity and Capital Resources

      Net  proceeds  from  operations  less  necessary   operating  capital  are
distributed to the Limited  Partners on a quarterly  basis.  See "Item 5. Market
for Units and Related  Limited  Partner  Matters." The net proceeds from the Net
Profits  Interests  are not  reinvested  in  productive  assets.  Assuming  1998
production levels for future years, the P-7 and P-8 Partnerships' proved reserve
quantities at December 31, 1998 would have remaining



                                       28
<PAGE>



lives of approximately 5.3 and 5.1 years, respectively, for oil reserves and 7.3
and 7.2 years, respectively, for gas reserves.

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

      Occasional  expenditures by the Affiliated  Programs for new wells or well
recompletions or workovers,  however, may reduce or eliminate cash available for
a  particular  quarterly  cash  distribution.   In  1998,  capital  expenditures
affecting the P-7 and P-8  Partnerships'  Net Profits Interests totaled $202,852
and $118,875,  respectively. These costs were indirectly incurred as a result of
(i) drilling  activities  associated with a large unitized property and (ii) the
successful  recompletion of two wells. In 1997, capital  expenditures  affecting
the P-7  and P-8  Partnerships'  Net  Profits  Interests  totaled  $258,702  and
$147,601,  respectively. These costs were indirectly incurred as a result of (i)
drilling  activities  associated  with a large  unitized  property  and (ii) the
successful recompletion of one well.

      The Partnerships  sold certain Net Profits Interests during 1997 and 1998.
These sales were made by the General Partner after giving due  consideration  to
both the offer  price  and the  General  Partner's  estimate  of the  underlying
property's  remaining  proved reserves and future  operating costs. Net proceeds
from  the  sales  were  distributed  to the  Partnerships  and  included  in the
calculation of the Partnerships' cash distributions for the quarter  immediately
following the  Partnerships'  receipt of the proceeds.  Such proceeds to the P-7
and P-8  Partnerships  in 1998 were $181,197 and $119,285,  respectively,  while
such  proceeds  to the P-7 and  P-8  Partnerships  in  1997  were  $311,726  and
$199,176,  respectively. The General Partner believes that the sale of these Net
Profits  Interests will be beneficial to the  Partnerships  since the properties
sold  generally had a higher ratio of future  operating  expenses as compared to
reserves than the properties not sold.

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



                                       29
<PAGE>



been  reduced by the sale of Net Profits  Interests;  therefore,  it is possible
that the Partnerships'  future cash  distributions will decline as a result of a
reduction of the Partnerships' reserve base.

      The  Partnerships  will terminate on February 28, 2002 in accordance  with
the Partnership  Agreement.  However, the General Partner may extend the term of
each  partnership  for up to five periods of two years each. As the date of this
Annual Report the General Partner has not determined  whether to extend the term
of any Partnership.




      Inflation and Changing Prices

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


      Year 2000

                                   In General

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

      The effects of Y2K are exacerbated by the  interdependence of computer and
telecommunication systems throughout the world. This interdependence also exists
among the  Partnerships,  Samson,  and their  vendors,  customers,  and business
partners,  as well as with  regulators.  The potential risks associated with Y2K
for an oil and gas  production  company  fall  into  three  general  areas:  (i)
financial,  leasehold and administrative computer systems, (ii) imbedded systems
in field process control units,  and (iii) third party  exposures.  As discussed
below, the General Partner does



                                       30
<PAGE>



not believe that these risks will be material to the Partnerships' operations.

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

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

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

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

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

                      Financial and Administrative Systems

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

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



                                       31
<PAGE>




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

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

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

                                Imbedded Systems

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

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

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



                                       32
<PAGE>




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

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

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

                              Third Party Exposures

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

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

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



                                       33
<PAGE>




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

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

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


Item 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

      The Partnerships do not hold any market risk sensitive instruments.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The financial  statements  and  supplementary  data are indexed in Item 14
hereof.


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

      None.


PART III.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER

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




                                       34
<PAGE>




          Name                Age       Position with Geodyne
      ----------------        ---      --------------------------------
      Dennis R. Neill          46      President and Director

      Judy K. Fox              47      Secretary

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

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

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

      Section 16(a) Beneficial Ownership Reporting Compliance

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



                                       35
<PAGE>




ITEM 11. EXECUTIVE COMPENSATION

      The General  Partner and its  affiliates are reimbursed for actual general
and  administrative  costs and operating costs incurred and  attributable to the
conduct of the business affairs and operations of the Partnerships,  computed on
a cost basis,  determined  in  accordance  with  generally  accepted  accounting
principles.  Such reimbursed  costs and expenses  allocated to the  Partnerships
include office rent, secretarial, employee compensation and benefits, travel and
communication costs, fees for professional  services,  and other items generally
classified  as  general or  administrative  expense.  The amount of general  and
administrative  expense  allocated to the General Partner and its affiliates and
charged to each  Partnership  during  1998,  1997,  and 1996 is set forth in the
table below.  Although the actual costs incurred by the General  Partner and its
affiliates have fluctuated during the three years presented, the amounts charged
to the Partnerships  have not fluctuated due to expense  limitations  imposed by
the Partnership Agreements.

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

                P-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.  The following tables indicate the
approximate   amount  of  general  and  administrative   expense   reimbursement
attributable  to the salaries of the directors,  officers,  and employees of the
General Partner and its affiliates during 1998, 1997, and 1996:



                                       36
<PAGE>
<TABLE>
<CAPTION>




                                                  Salary Reimbursements
    
                                                     P-7 Partnership
                                                     ---------------
                                                                           Long Term Compensation
                                                                    -----------------------------------
                                    Annual Compensation                     Awards              Payouts
                                 -------------------------          ---------------------       -------
                                                                                    Securi-
                                                         Other                       ties                     All
     Name                                                Annual     Restricted      Under-                   Other
      and                                               Compen-       Stock         lying        LTIP       Compen-
   Principal                     Salary      Bonus      sation       Award(s)      Options/     Payouts     sation
   Position             Year       ($)        ($)         ($)          ($)          SARs(#)       ($)         ($)
---------------         ----     -------    -------     -------     ----------     --------     -------     -------
<S>                     <C>     <C>            <C>         <C>           <C>          <C>         <C>          <C>
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)           1996        -          -           -             -            -           -            -

Dennis R. Neill,
President(2)(3)         1996        -          -           -             -            -           -            -
                        1997        -          -           -             -            -           -            -
                        1998        -          -           -             -            -           -            -
All Executive
Officers,
Directors,
and Employees
as a group(4)           1996     $116,202      -           -             -            -           -            -
                        1997     $118,665      -           -             -            -           -            -
                        1998     $117,553      -           -             -            -           -            -

----------
(1)   Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1 1996.
(2)   The general and  administrative  expenses paid by the P-7  Partnership and
      attributable to salary  reimbursements  do not include any salary or other
      compensation attributable to Mr. Tholen or Mr. Neill.
(3)   Mr. Neill became President of Geodyne on July 1 1996.
(4)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the P-7  Partnership  and no  individual's  salary  or  other
      compensation  reimbursement  from the P-7  Partnership  equals or  exceeds
      $100,000 per annum.

</TABLE>


                                       37
<PAGE>
<TABLE>
<CAPTION>



                                                  Salary Reimbursements
                                                     P-8 Partnership
                                                     ---------------
                                                                        Long Term Compensation
                                                                    -------------------------------
                                    Annual Compensation                     Awards              Payouts
                                 -------------------------          ---------------------       -------
                                                                                    Securi-
                                                         Other                       ties                     All
     Name                                                Annual     Restricted      Under-                   Other
      and                                               Compen-       Stock         lying        LTIP       Compen-
   Principal                     Salary      Bonus      sation       Award(s)      Options/     Payouts     sation
   Position             Year       ($)        ($)         ($)          ($)          SARs(#)       ($)         ($)
---------------         ----     -------    -------     -------     ----------     --------     -------     -------
<S>                     <C>      <C>           <C>         <C>          <C>            <C>         <C>         <C>
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)           1996        -          -           -            -              -           -           -

Dennis R. Neill,
President(2)(3)         1996        -          -           -            -              -           -           -
                        1997        -          -           -            -              -           -           -
                        1998        -          -           -            -              -           -           -
All Executive
Officers,
Directors,
and Employees
as a group(4)           1996     $71,534       -           -            -              -           -           -
                        1997     $73,050       -           -            -              -           -           -
                        1998     $72,365       -           -            -              -           -           -

----------
(1)   Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1 1996.
(2)   The general and  administrative  expenses paid by the P-8  Partnership and
      attributable to salary  reimbursements  do not include any salary or other
      compensation attributable to Mr. Tholen or Mr. Neill.
(3)   Mr. Neill became President of Geodyne on July 1 1996.
(4)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the P-8  Partnership  and no  individual's  salary  or  other
      compensation  reimbursement  from the P-8  Partnership  equals or  exceeds
      $100,000 per annum.

</TABLE>



                                       38
<PAGE>




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

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


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table provides information as to the beneficial ownership of
the Units as of February 1, 1999 by (i) each beneficial  owner of more than five
percent of the issued and outstanding  Units,  (ii) the director and officers of
the General  Partner,  and (iii) the General  Partner  and its  affiliates.  The
address of the General Partner, its officers and director,  and Samson Resources
Company is Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103.

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

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

   Samson Resources Company                           16,158      ( 8.6%)

   ATL, Inc.                                          54,896      (29.1%)
      1200 Harbor Boulevard, 5th Floor
      Weehawken, NJ 07087

   All affiliates, directors, and officers of
      the General Partner as a group and the
      General Partner (4 persons)                     16,158      ( 8.6%)






                                       39
<PAGE>



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

   Samson Resources Company                           18,920      (16.3%)

   All affiliates, directors, and officers of
      the General Partner as a group and the
      General Partner (4 persons)                     18,920      (16.3%)


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

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

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



                                       40
<PAGE>



Net  Profits  Interest  payable  to  the  Partnerships.  These  costs  are  thus
indirectly borne by the Partnership.

      Affiliates of the Partnerships are solely responsible for the negotiation,
administration,  and  enforcement of oil and gas sales  agreements  covering the
leasehold  interests  in which the  Partnerships  hold net  profits  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.




                                       41
<PAGE>



PART IV.

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


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

          (1)  Financial Statements:  The following financial statements for the
               Geodyne  Institutional/Pension  Energy Income Limited Partnership
               P-7 and the Geodyne  Institutional/Pension  Energy Income Limited
               Partnership  P-8 as of  December  31,  1998  and 1997 and for the
               three  years  ended  December  31, 1998 are filed as part of this
               report:

                        Report of Independent Accountants
                        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:

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

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

                            P-7           June 1, 1992      0-20265
                            P-8           June 1, 1992      0-20264


               4.2  Second  Amendment  to Agreement  of Limited  Partnership  of
                    Geodyne    Institutional/Pension   Energy   Income   Limited
                    Partnership  P-7,  filed  as  Exhibit  4.1  to  Registrants'
                    Current  Report on Form 8-K dated  August 2, 1993 filed with
                    the SEC on August  10,  1993 and is hereby  incorporated  by
                    reference.



                                       42
<PAGE>




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

               4.4  Third  Amendment  to  Agreement  of Limited  Partnership  of
                    Geodyne    Institutional/Pension   Energy   Income   Limited
                    Partnership P-7, filed as Exhibit 4.5 to Registrant's Annual
                    Report on Form 10-K for the year  ended  December  31,  1995
                    filed   with  the  SEC  on  April  1,  1996  and  is  hereby
                    incorporated by reference.

               4.5  Third  Amendment  to  Agreement  of Limited  Partnership  of
                    Geodyne    Institutional/Pension   Energy   Income   Limited
                    Partnership P-8, filed as Exhibit 4.6 to Registrant's Annual
                    Report on Form 10-K for the year  ended  December  31,  1995
                    filed   with  the  SEC  on  April  1,  1996  and  is  hereby
                    incorporated by reference.

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

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

          *    27.1  Financial  Data  Schedule   containing   summary  financial
                     information  extracted  from  the  Geodyne  Institutional /
                     Pension  Energy Income Limited  Partnership P-7's financial
                     statements as  of  December 31, 1998 and for the year ended
                     December 31. 1998.

          *    27.2  Financial  Data  Schedule   containing   summary  financial
                     information  extracted  from  the  Geodyne  Institutional /
                     Pension  Energy Income Limited  Partnership P-8's financial
                     statements as  of  December 31, 1998 and for the year ended
                     December 31. 1998.

                  All other Exhibits are omitted as inapplicable.

                  ----------

                  *Filed herewith.



                                       43
<PAGE>





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

                  None.



                                       44
<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
                                    February 19, 1999


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

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

By:    /s/Dennis R. Neill       President and            February 19, 1999
       -------------------      Director (Principal
          Dennis R. Neill       Executive Officer)

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

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









                                      45
<PAGE>
                                     
ITEM 8:     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                       REPORT OF INDEPENDENT ACCOUNTANTS

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, 1998 and 1997,  and the results of its  operations
and its cash flows for each of the three years in the period ended  December 31,
1998,  in  conformity  with  generally  accepted  accounting  principles.  These
financial statements are the responsibility of the Partnership's management; our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with  generally  accepted  auditing  standards  which  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion  expressed
above.






                                    PricewaterhouseCoopers LLP

Tulsa, Oklahoma
February 5, 1999



                                      F-1
<PAGE>



                     GEODYNE INSTITUTIONAL/PENSION ENERGY
                        INCOME LIMITED PARTNERSHIP P-7
                                Balance Sheets
                          December 31, 1998 and 1997

                                    ASSETS
                                    ------

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

CURRENT ASSETS:
   Cash and cash equivalents                  $  222,925       $  517,144
   Accounts receivable:
      Net Profits                                270,901             -
                                               ---------        ---------

         Total current assets                 $  493,826       $  517,144

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method               2,383,851        5,190,377
                                               ---------        ---------

                                              $2,877,677       $5,707,521
                                               =========        =========


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

CURRENT LIABILITIES
   Accounts Payable -
      Net Profits                             $    -           $    6,697

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  129,429)     ($  119,241)
   Limited Partners, issued and
      outstanding 188,702 Units                3,007,106        5,820,065
                                               ---------        ---------

      Total Partners' capital                 $2,877,677       $5,700,824
                                               ---------        ---------

                                              $2,877,677       $5,707,521
                                               =========        =========

                    The accompanying notes are an integral
                      part of these financial statements



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




                                           
                           GEODYNE INSTITUTIONAL/PENSION ENERGY
                              INCOME LIMITED PARTNERSHIP P-7
                                 Statements of Operations
                   For the Years Ended December 31, 1998, 1997 and 1996


                                              1998             1997            1996
                                          ------------     ------------    ------------
<S>                                        <C>              <C>             <C>       
REVENUES:
   Net Profits                             $1,447,786       $2,071,410      $2,189,073
   Interest and other income                   11,228           20,672          16,123
   Gain on sale of
      Net Profits Interests                   148,737          190,985         192,767
                                            ---------        ---------       ---------

                                           $1,607,751       $2,283,067      $2,397,963

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests                    $1,312,317       $  793,864      $1,071,822
   Impairment provision                     1,664,601        1,474,823            -
   General and administrative                 221,826          226,583         226,523
                                            ---------        ---------       ---------

                                           $3,198,744       $2,495,270      $1,298,345
                                            ---------        ---------       ---------

NET INCOME (LOSS)                         ($1,590,993)     ($  212,203)     $1,099,618
                                            =========        =========       =========

GENERAL PARTNER - NET INCOME               $   38,966       $   79,104      $   97,048
                                            =========        =========       =========

LIMITED PARTNERS - NET
  INCOME (LOSS)                           ($1,629,959)     ($  291,307)     $1,002,570
                                            =========        =========       =========

NET INCOME (LOSS) per Unit                ($     8.64)     ($     1.54)     $     5.31
                                            =========        =========       =========

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

                          The accompanying notes are an integral
                            part of these financial statements

</TABLE>


                                      F-3
<PAGE>




                                      
                     GEODYNE INSTITUTIONAL/PENSION ENERGY
                        INCOME LIMITED PARTNERSHIP P-7
             Statements of Changes in Partners' Capital (Deficit)
             For the Years Ended December 31, 1998, 1997 and 1996


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

Balance, Dec. 31, 1995         $ 9,020,802      ($ 45,524)     $ 8,975,278
   Net income                    1,002,570         97,048        1,099,618
   Cash distributions         (  1,602,000)     ( 143,766)    (  1,745,766)
                                ----------        -------       ----------

Balance, Dec. 31, 1996         $ 8,421,372      ($ 92,242)     $ 8,329,130
   Net income (loss)          (    291,307)        79,104     (    212,203)
   Cash distributions         (  2,310,000)     ( 106,103)    (  2,416,103)
                                ----------        -------       ----------

Balance, Dec. 31, 1997         $ 5,820,065      ($119,241)     $ 5,700,824
   Net income (loss)          (  1,629,959)        38,966     (  1,590,993)
   Cash distributions         (  1,183,000)     (  49,154)    (  1,232,154)
                                ----------        -------       ----------

Balance, Dec. 31, 1998         $ 3,007,106      ($129,429)     $ 2,877,677
                                ==========        =======       ==========

                    The accompanying notes are an integral
                      part of these financial statements



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




                                            
                           GEODYNE INSTITUTIONAL/PENSION ENERGY
                              INCOME LIMITED PARTNERSHIP P-7
                                 Statements of Cash Flows
                   For the Years Ended December 31, 1998, 1997 and 1996

                                              1998             1997            1996
                                          ------------     ------------    ------------
<S>                                       <C>              <C>              <C> 
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)                      ($1,590,993)     ($  212,203)     $1,099,618
   Adjustments to reconcile
      net income (loss) to net
      cash provided by operating
      activities:
   Depletion of Net
      Profits Interests                     1,312,317          793,864       1,071,822
   Impairment provision                     1,664,601        1,474,823            -
   Gain on sale of
      Net Profits Interests               (   148,737)     (   190,985)    (   192,767)
   (Increase) decrease in
      accounts receivable                 (   270,901)         364,612     (    55,168)
   Increase (decrease) in
      accounts payable                    (     6,697)           6,697            -
                                            ---------        ---------       ---------
   Net cash provided by
      operating activities                 $  959,590       $2,236,808      $1,923,505
                                            ---------        ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                   ($  202,852)     ($  258,702)    ($  254,128)
   Proceeds from sale of
      Net Profits Interests                   181,197          311,726         449,686
                                            ---------        ---------       ---------
   Net cash provided (used) by
      investing activities                ($   21,655)      $   53,024      $  195,558
                                            ---------        ---------       ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                     ($1,232,154)     ($2,416,103)    ($1,745,766)
                                            ---------        ---------       ---------
   Net cash used by
      financing activities                ($1,232,154)     ($2,416,103)    ($1,745,766)
                                            ---------        ---------       ---------
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS              ($  294,219)     ($  126,271)     $  373,297

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                        517,144          643,415         270,118
                                            ---------        ---------       ---------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                           $  222,925       $  517,144      $  643,415
                                            =========        =========       =========
                          The accompanying notes are an integral
                            part of these financial statements


</TABLE>


                                      F-5
<PAGE>




                                      F-6
                       REPORT OF INDEPENDENT ACCOUNTANTS

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, 1998 and 1997,  and the results of its  operations
and its cash flows for each of the three years in the period ended  December 31,
1998,  in  conformity  with  generally  accepted  accounting  principles.  These
financial statements are the responsibility of the Partnerships' management; our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with  generally  accepted  auditing  standards  which  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion  expressed
above.






                                    PricewaterhouseCoopers LLP


Tulsa, Oklahoma
February 5, 1999



                                      F-6
<PAGE>




                     GEODYNE INSTITUTIONAL/PENSION ENERGY
                        INCOME LIMITED PARTNERSHIP P-8
                                Balance Sheets
                          December 31, 1998 and 1997

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

CURRENT ASSETS:
   Cash and cash equivalents                  $  180,865        $  382,448
   Accounts receivable:
      Net Profits                                116,632            57,019
                                               ---------         ---------

         Total current assets                 $  297,497        $  439,467

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method               1,377,939         2,756,057
                                               ---------         ---------

                                              $1,675,436        $3,195,524
                                               =========         =========

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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   64,852)      ($   56,764)
   Limited Partners, issued and
      outstanding 116,168 Units                1,740,288         3,252,288
                                               ---------         ---------

      Total Partners' capital                 $1,675,436        $3,195,524
                                               =========         =========

                    The accompanying notes are an integral
                      part of these financial statements




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




                                            
                           GEODYNE INSTITUTIONAL/PENSION ENERGY
                              INCOME LIMITED PARTNERSHIP P-8
                                 Statements of Operations
                   For the Years Ended December 31, 1998, 1997 and 1996


                                             1998            1997              1996
                                         ------------    -----------       ------------
<S>                                      <C>              <C>               <C>       
REVENUES:
   Net Profits                            $  831,611      $1,552,581        $1,322,349
   Interest and other income                   9,731          16,056             9,693
   Gain on sale of
      Net Profits Interests                  102,195         124,010            75,987
                                           ---------       ---------         ---------

                                          $  943,537      $1,692,647        $1,408,029

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests                   $  681,828      $  414,983        $  758,944
   Impairment provision                      798,075       1,052,542              -
   General and administrative                136,571         139,407           139,503
                                           ---------       ---------         ---------

                                          $1,616,474      $1,606,932        $  898,447
                                           ---------       ---------         ---------

NET INCOME (LOSS)                        ($  672,937)     $   85,715        $  509,582
                                           =========       =========         =========

GENERAL PARTNER -
NET INCOME                                $   25,063      $   62,184        $   55,352
                                           =========       =========         =========

LIMITED PARTNERS - NET INCOME
  (LOSS)                                 ($  698,000)     $   23,531        $  454,230
                                           =========       =========         =========

NET INCOME (LOSS) per Unit               ($     6.01)     $      .20        $     3.91
                                           =========       =========         =========

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

                          The accompanying notes are an integral
                            part of these financial statements

</TABLE>


                                      F-8
<PAGE>




                                      
                      GEODYNE INSTITUTIONAL/PENSION ENERGY
                         INCOME LIMITED PARTNERSHIP P-8
              Statements of Changes in Partners' Capital (Deficit)
              For the Years Ended December 31, 1998, 1997 and 1996


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

Balance, Dec. 31, 1995         $5,293,527       ($20,601)       $5,272,926
   Net income                     454,230         55,352           509,582
   Cash distributions         (   966,000)      ( 89,066)      ( 1,055,066)
                                ---------         ------         ---------

Balance, Dec. 31, 1996         $4,781,757       ($54,315)       $4,727,442
   Net income                      23,531         62,184            85,715
   Cash distributions         ( 1,553,000)      ( 64,633)      ( 1,617,633)
                                ---------         ------         ---------

Balance, Dec. 31, 1997         $3,252,288       ($56,764)       $3,195,524
   Net income (loss)          (   698,000)        25,063       (   672,937)
   Cash distributions         (   814,000)      ( 33,151)      (   847,151)
                                ---------         ------         ---------

Balance, Dec. 31, 1998         $1,740,288       ($64,852)       $1,675,436
                                =========         ======         =========

                    The accompanying notes are an integral
                      part of these financial statements



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




                                          
                           GEODYNE INSTITUTIONAL/PENSION ENERGY
                              INCOME LIMITED PARTNERSHIP P-8
                                 Statements of Cash Flows
                   For the Years Ended December 31, 1998, 1997, and 1996

                                              1998             1997            1996
                                          ------------     ------------    ------------
<S>                                        <C>             <C>             <C>
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)                       ($672,937)       $   85,715      $  509,582
   Adjustments to reconcile
      net income (loss) to net
      cash provided by operating
      activities:
   Depletion of Net
      Profits Interests                      681,828           414,983         758,944
   Impairment provision                      798,075         1,052,542            -
   Gain on sale of
      Net Profits Interests                ( 102,195)      (   124,010)    (    75,987)
   (Increase) decrease in
      accounts receivable                  (  59,613)           31,213          48,645
                                             -------         ---------       ---------
   Net cash provided by
      operating activities                  $645,158        $1,460,443      $1,241,184
                                             -------         ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                    ($118,875)      ($  147,601)    ($  138,834)
   Proceeds from sale of
      Net Profits Interests                  119,285           199,176         232,460
                                             -------         ---------       ---------
   Net cash provided by
      investing activities                  $    410        $   51,575      $   93,626
                                             -------         ---------       ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                      ($847,151)      ($1,617,633)    ($1,055,066)
                                             -------         ---------       ---------
   Net cash used by
      financing activities                 ($847,151)      ($1,617,633)    ($1,055,066)
                                             -------         ---------       ---------
NET INCREASE (DECREASE) IN
    CASH AND CASH EQUIVALENTS              ($201,583)      ($  105,615)     $  279,744

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                       382,448           488,063         208,319
                                             -------         ---------       ---------

CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                            $180,865        $  382,448      $  488,063
                                             =======         =========       =========

                          The accompanying notes are an integral
                            part of these financial statements

</TABLE>


                                      F-10
<PAGE>




                                     
                         GEODYNE INSTITUTIONAL/PENSION
                 ENERGY INCOME PROGRAM II LIMITED PARTNERSHIPS
                       Notes to the Financial Statements
             For the Years Ended December 31, 1998, 1997 and 1996


1.    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Organization and Nature of Operations

      The Geodyne  Institutional/Pension Energy Income Limited Partnerships (the
"Partnerships")  were formed pursuant to a public  offering of depositary  units
("Units").  Upon  formation,  investors  became  limited  partners (the "Limited
Partners") and held Units issued by each Partnership.  Geodyne  Resources,  Inc.
("Geodyne")  is  the  general  partner  of  each  of the  Partnerships.  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 only, 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  will  terminate  on  February  28,  2002 in  accordance  with  the
partnership  agreement  for  each  Partnership  (the  "Partnership  Agreement").
However, the



                                      F-11
<PAGE>



General  Partner may extend the term of each  Partnership for up to five periods
of two years each.  As of the date of these  financial  statements,  the General
Partner has not determined whether to extend the term of any Partnership.

      An affiliate of the General Partner owned 16,158 (8.6%) and 18,920 (16.3%)
of the P-7 and P-8 Partnerships' Units, respectively, at December 31, 1998.

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


      Allocation of Costs and Revenues

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

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

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%



                                      F-12
<PAGE>




         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.

      Cash and Cash Equivalents

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


      Credit Risk

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


      Net Profits Interests

      The  Partnerships  follow the successful  efforts method of accounting for
their  Net  Profits   Interests.   Under  the  successful  efforts  method,  the
Partnerships  capitalize all acquisition  costs.  Such acquisition costs include
costs incurred by the



                                      F-13
<PAGE>



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.  Impairment of Net Profits Interests
in  unproved  oil and gas  properties  is  recognized  based upon an  individual
property  assessment.   Upon  discovery  of  commercial  reserves,  net  profits
interests in unproved properties are transferred to producing properties.

      Depletion  of the  cost  of  Net  Profits  Interests  is  computed  on the
units-of-production  method.  The Partnerships'  calculation of depletion of its
Net Profits Interests  includes  estimated  dismantlement and abandonment costs,
net of estimated  salvage values  related to the underlying  properties in which
the Partnership has a Net Profits  Interest.  The depletion rates per equivalent
barrel of oil produced during the years ended December 31, 1998,  1997, and 1996
were as follows:

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

                P-7             $7.13     $3.50       $4.20
                P-8              5.72      2.83        4.64


      The  Partnerships  evaluate the  recoverability  of the carrying  costs of
their Net Profits Interests in proved oil and gas properties at the field level.
If the  unamortized  costs of a Net Profits  Interest within a field 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.  During
1998, 1997, and 1996, the Partnerships  recorded the following  non-cash charges
against earnings (impairment provisions):

            Partnership         1998           1997           1996
            -----------       ----------     --------       --------
                 P-7          $1,664,601     $686,260       $   -
                 P-8             798,075      650,465           -


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



                                      F-14
<PAGE>




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

                  Partnership         Amount
                  -----------       ----------
                    P-7             $  788,563
                    P-8                402,077


      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  received  for the  volumes  at the  time the
overproduction  occurred.  This  also  approximates  the  price  for  which  the
Partnerships are currently  settling this liability.  This liability is recorded
as a reduction of accounts receivable.

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



                                      F-15
<PAGE>



      General and Administrative Overhead

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


      Use of Estimates in Financial Statements

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


      Income Taxes

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


2.    TRANSACTIONS WITH RELATED PARTIES

      The  Partnerships  reimburse  the  General  Partner  for the  general  and
administrative overhead applicable to the Partnerships based on an allocation of
actual costs incurred by the General Partner.  When costs incurred benefit other
Partnerships   and  affiliates,   the  allocation  of  costs  is  based  on  the
relationship  of the  Partnerships'  reserves to the total reserves owned by all
Partnerships and affiliates. The General Partner believes this allocation method
is reasonable. Although the actual costs incurred by the General Partner and its
affiliates have fluctuated during the three years presented, the amounts charged
to the Partnerships  have not fluctuated due to expense  limitations  imposed by
the Partnership  Agreements.  The following is a summary of payments made to the
General  Partner  or  its  affiliates  by  the   Partnerships  for  general  and
administrative  overhead costs for the years ended December 31, 1998,  1997, and
1996:




                                      F-16
<PAGE>




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

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


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


3.    MAJOR CUSTOMERS

      The following table sets forth purchasers who  individually  accounted for
ten percent or more of the  combined oil and gas sales  attributable  to each of
the  Partnership's  Net Profits  Interests  during the years ended  December 31,
1998, 1997, and 1996:


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

       P-7           National Cooperative
                       Refinery Association
                       ("NCRA")                       23.3%    27.1%    27.4%
                     Scurlock Permian Corp.
                       ("Scurlock")                   14.4%    15.8%    13.6%
                     El Paso Energy Marketing
                        Company ("El Paso")             -        - %    12.3%

       P-8           NCRA                             22.2%    25.8%    26.3%
                     El Paso                          13.0%      - %    12.5%
                     Scurlock                         11.8%    12.8%    11.4%


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



                                      F-17
<PAGE>




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, 1998 and 1997 were as follows:

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

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

Net Profits Interests in proved
   oil and gas properties                    $14,492,319       $14,721,121

Accumulated depletion and
   valuation allowance                      ( 12,108,468)     (  9,530,744)
                                              ----------        ----------
   Net Profits Interests, net                $ 2,383,851       $ 5,190,377
                                              ==========        ==========


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

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

Net Profits Interests in proved
   oil and gas properties                    $8,685,918        $8,855,139

Accumulated depletion and
   valuation allowance                      ( 7,307,979)      ( 6,099,082)
                                              ---------         ---------

   Net Profits Interests, net                $1,377,939        $2,756,057
                                              =========         =========


      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,  1998,  1997,  and  1996.  Since  these
development   costs  were  charged  against  the  Net  Profits  payable  to  the
Partnerships,  such development costs were indirectly borne by the Partnerships.
No



                                      F-18
<PAGE>



acquisition or exploration costs were incurred during the same periods.


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

       P-7                          $202,852       $258,702       $254,128
       P-8                           118,875        147,601        138,834



      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.  Certain  reserve  information was reviewed by Ryder Scott Company
Petroleum Engineers,  an independent  petroleum  engineering firm. The following
information  includes  certain  gas  balancing  adjustments  which cause the gas
volumes to differ from the reserve  reports  prepared by the General Partner and
reviewed by the Ryder Scott.





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




                                      
                                                    P-7 Partnership                        P-8 Partnership
                                                -----------------------------          -----------------------------
                                                   Crude            Natural              Crude            Natural
                                                    Oil               Gas                 Oil               Gas
                                                 (Barrels)           (Mcf)             (Barrels)           (Mcf)
                                                -----------       -----------          ---------        ------------

<S>                                             <C>               <C>                  <C>              <C>      
Proved reserves, December 31, 1995               1,210,363         6,828,961            696,974          4,249,963
   Production                                   (  138,204)       (  702,019)          ( 80,477)        (  499,493)
   Sales of minerals in place                   (   40,408)       (   96,649)          ( 20,978)        (   54,473)
   Extensions and discoveries                       72,711            66,390             39,026             46,308
   Revisions of previous
      estimates                                     61,094        (2,227,387)            35,363         (1,204,343)
                                                 ---------         ---------            -------          ---------
Proved reserves, December 31, 1996               1,165,556         3,869,296            669,908          2,537,962
   Production                                   (  120,178)       (  641,756)          ( 71,117)        (  451,812)
   Sales of minerals in place                   (   52,311)       (  144,752)          ( 28,285)        (   83,048)
   Extensions and discoveries                        3,560             8,251              2,248             13,492
   Revisions of previous
      estimates                                      3,846           246,436           (  1,277)           177,504
                                                 ---------         ---------            -------          ---------
Proved reserves, December 31, 1997               1,000,473         3,337,475            571,477          2,194,098
   Production                                   (   98,774)       (  511,563)          ( 58,417)        (  364,998)
   Sales of minerals in place                   (      427)       (   90,022)          (    498)        (   55,433)
   Extensions and discoveries                       15,177           432,900              9,644            257,165
   Revisions of previous
      estimates                                 (  392,952)          550,527           (223,511)           599,114
                                                 ---------         ---------            -------          ---------
Proved reserves, December 31, 1998                 523,497         3,719,317            298,695          2,629,946
                                                 =========         =========            =======          =========
PROVED DEVELOPED RESERVES:
   December 31, 1996                             1,165,556         3,869,296            669,889          2,537,755
                                                 =========         =========            =======          =========
   December 31, 1997                             1,000,473         3,337,475            571,458          2,193,891
                                                 =========         =========            =======          =========
   December 31, 1998                               523,497         3,719,317            298,676          2,629,739
                                                 =========         =========            =======          =========

</TABLE>



                                      F-20
<PAGE>




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

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

                                    P-7 Partnership         P-8 Partnership
                                    ---------------         ---------------
Future cash inflows                   $12,825,053             $ 8,437,465
Future production and
   development costs                 (  6,198,826)           (  3,842,928)
                                       ----------              ----------

      Future net cash flows           $ 6,626,227             $ 4,594,537

10% discount to reflect
   timing of cash flows              (  2,911,540)           (  1,975,869)
                                       ----------              ----------

Standardized measure of
   discounted future
   net cash flows                     $ 3,714,687             $ 2,618,668
                                       ==========              ==========


The process of estimating oil and gas reserves is complex, requiring significant
subjective decisions in the evaluation of available geological, engineering, and
economic  data for each  reservoir.  The data for a given  reservoir  may change
substantially  over  time  as  a  result  of,  among  other  things,  additional
development  activity,  production  history,  and viability of production  under
varying  economic  conditions;  consequently,  it is  reasonably  possible  that
material  revisions to existing reserve  estimates may occur in the near future.
Although  every  reasonable  effort  has been  made to ensure  that the  reserve
estimates reported herein represent the most accurate assessment  possible,  the
significance  of the  subjective  decisions  required and variances in available
data for various  reservoirs  make these  estimates  generally less precise than
other estimates  presented in connection with financial  statement  disclosures.
The  Partnerships'  reserves were  determined at December 31, 1998 using oil and
gas prices of approximately $9.50 per barrel and $2.03 per Mcf, respectively.



                                      F-21
<PAGE>



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


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

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

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

                      P-7           June 1, 1992      0-20265
                      P-8           June 1, 1992      0-20264

4.2         Second  Amendment  to Agreement  of Limited  Partnership  of Geodyne
            Institutional/Pension  Energy Income Limited  Partnership P-7, filed
            as  Exhibit  4.1 to  Registrants'  Current  Report on Form 8-K dated
            August 2, 1993 filed  with the SEC on August 10,  1993 and is hereby
            incorporated by reference.

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

4.4         Third  Amendment  to  Agreement  of Limited  Partnership  of Geodyne
            Institutional/Pension  Energy Income Limited  Partnership P-7, filed
            as Exhibit 4.5 to  Registrant's  Annual  Report on Form 10-K for the
            year ended December 31, 1995 filed with the SEC on April 1, 1996 and
            is hereby incorporated by reference.

4.5         Third  Amendment  to  Agreement  of Limited  Partnership  of Geodyne
            Institutional/Pension  Energy Income Limited  Partnership P-8, filed
            as Exhibit 4.6 to  Registrant's  Annual  Report on Form 10-K for the
            year ended December 31, 1995 filed with the SEC on April 1, 1996 and
            is hereby incorporated by reference.

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

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



                                      F-22
<PAGE>
*27.1       Financial Data Schedule  containing  summary  financial  information
            extracted  from the Geodyne  Institutional/  Pension  Energy  Income
            Limited  Partnership  P-7's financial  statements as of December 31,
            1998 and for the year ended December 31, 1998.

*27.2       Financial Data Schedule  containing  summary  financial  information
            extracted  from the Geodyne  Institutional/  Pension  Energy  Income
            Limited  Partnership  P-8's financial  statements as of December 31,
            1998 and for the year ended December 31, 1998.


            All other Exhibits are omitted as inapplicable.

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

                                      F-23