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

For the fiscal year ended December 31, 2004

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>



      Indicate by check mark whether the Registrant is an accelerated  filer (as
defined in Rule 12b-2 of the Act).

            Yes         No    X
                  -----       -----

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


      DOCUMENTS INCORPORATED BY REFERENCE: None







                                      -2-
<PAGE>




                                   FORM 10-K
                               TABLE OF CONTENTS


PART I.......................................................................4
      ITEM 1.     BUSINESS...................................................4
      ITEM 2.     PROPERTIES.................................................9
      ITEM 3.     LEGAL PROCEEDINGS.........................................15
      ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......15

PART II.....................................................................15
      ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS......15
      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...............................................31
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............31
      ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.......................31
      ITEM 9A.    CONTROLS AND PROCEDURES...................................31
      ITEM 9B.    OTHER INFORMATION.........................................32

PART III....................................................................32
      ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER...32
      ITEM 11.    EXECUTIVE COMPENSATION....................................33
      ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT................................................37
      ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............38
      ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES....................39

PART IV.....................................................................40
      ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES................40

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




                                      -3-
<PAGE>








                                    PART I.

ITEM 1.     BUSINESS

      General

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

      The  General  Partner  currently  serves as general  partner of 26 limited
partnerships,  including the Partnerships. The General Partner is a wholly-owned
subsidiary  of Samson  Investment  Company.  Samson  Investment  Company and its
various  corporate  subsidiaries,  including the General  Partner  (collectively
"Samson"),  are  primarily  engaged in the  production  and  development  of and
exploration  for oil and gas  reserves  and the  acquisition  and  operation  of
producing   properties.   At  December  31,  2004  Samson  owned   interests  in
approximately 16,000 oil and gas wells located in 18 states of the United States
and the countries of Canada,  Venezuela,  and  Australia.  At December 31, 2004,
Samson  operated  approximately  5,000 oil and gas wells located in 14 states of
the United States, as well as Canada, Venezuela, and Australia.

      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 on those  properties.  Except  where  otherwise  noted,  references  to
certain  operational  activities of the Partnerships are actually the activities
of  the  Affiliated  Programs.  As  the  holder  of a net  profits  interest,  a
Partnership is not liable to pay any amount by which oil and gas operating costs
and expenses exceed revenues for any period, although any deficit, together with
interest,  is applied  to reduce  the  amounts  payable  to the  Partnership  in
subsequent  periods. As used throughout this Annual Report on Form 10-K ("Annual
Report") the



                                      -4-
<PAGE>



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

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

      As limited partnerships,  the Partnerships have no officers, directors, or
employees. They rely instead on the personnel of the General Partner and Samson.
As of February  15,  2005,  Samson  employed  approximately  1,100  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  were  scheduled  to  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.  The General  Partner has
extended  the terms of the  Partnerships  for  their  second  extension  thereby
extending their  termination date through December 31, 2005. The General Partner
has  not  determined   whether  it  will  further  extend  the  term  of  either
Partnership.


      Funding

      Although the  Partnership  Agreements  permit each  Partnership to incur a
limited amount of borrowings,  operations and expenses are currently  funded out
of revenues from each Partnership's Net Profits  Interests.  The General Partner
may, but is not  required to,  advance  funds to the  Partnerships  for the same
purposes for which Partnership borrowings are authorized.


      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



                                      -5-
<PAGE>



not hold any patents,  trademarks,  licenses, or concessions and are not a party
to any government  contracts.  The Partnerships have no backlog of orders and do
not participate in research and development activities. The Partnerships are not
presently  encountering  shortages  of  oilfield  tubular  goods,   compressors,
production material, or other equipment.  However,  substantial increases in the
price of steel may increase the costs of any future  workover,  recompletion  or
drilling activities indirectly conducted by the Partnerships.


      Competition and Marketing

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

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

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

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





                                      -6-
<PAGE>



      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, 2004:

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

    P-7           Occidental Energy Marketing, Inc.
                  ("Occidental")                                     24.0%
                  Hunt Oil Company ("Hunt")                          18.3%
                  ExxonMobil Oil Corporation ("Exxon")               11.3%

    P-8           Occidental                                         22.8%
                  Hunt                                               16.2%
                  Exxon                                              11.5%

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

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


      Oil, Gas, and Environmental Control Regulations

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



                                      -7-
<PAGE>



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

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

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


      Insurance Coverage

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



                                      -8-
<PAGE>




ITEM 2.     PROPERTIES

      Well Statistics

      The  following  table  sets  forth the  number of  productive  wells as of
December,  31, 2004 in which the  Partnerships  had a Net Profits Interest which
was carved from a working interest.

                                 Number of Wells(1)
                             -----------------------
               P/ship        Total      Oil      Gas
               ------        -----      ---      ---
                P-7          1,051      863      188
                P-8          1,196      882      314

-----------
(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 the year ended  December  31,  2004,  the  Partnerships  indirectly
participated (through their Net Profits Interests) in the developmental drilling
activities described below.


P-7 Partnership
---------------
                                           Revenue
   Well Name            County     St.     Interest     Type      Status
---------------         ------     ---     --------     ----     ---------
Red 6 #1                Texas      OK        .0019      N/A      Dry Hole
Headlee Unit            Ector      TX        .0045      Gas      Producing
 (1 new well)
Robertson North
  Unit (37 new          Gaines     TX        .0223      Oil      Producing
  wells)


P-8 Partnership
---------------
                                           Revenue
   Well Name            County     St.     Interest     Type      Status
---------------         ------     ---     --------     ----     ---------
Red 6 #1                Texas      OK        .0009      N/A      Dry Hole
Headlee Unit            Ector      TX        .0023      Gas      Producing
 (1 new well)
Robertson North
  Unit (37 new          Gaines     TX        .0138      Oil      Producing
  wells)



                                      -9-
<PAGE>




      Oil and Gas Production, Revenue, and Price History

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

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

                                            Year ended December 31,
                                 -------------------------------------------
                                    2004             2003            2002
                                 ----------       ----------      ----------
   Production:
      Oil (Bbls)                     74,393           82,711          89,957
      Gas (Mcf)                     405,100          338,742         377,169

   Oil and gas sales(1):
      Oil                        $2,849,057       $2,407,893      $2,144,085
      Gas                         1,870,375        1,453,901       1,044,230
                                  ---------        ---------       ---------
        Total                    $4,719,432       $3,861,794      $3,188,315
                                  =========        =========       =========
   Average sales price:
      Per barrel of oil              $38.30           $29.11          $23.83
      Per Mcf of gas                   4.62             4.29            2.77

-------------------
(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 $1,645,946,  $1,650,013,  and $1,214,321,  respectively,  of production
      expenses incurred by the Affiliated Programs.



                                      -10-
<PAGE>




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

                                           Year ended December 31,
                                --------------------------------------------
                                    2004             2003            2002
                                 ----------       ----------      ----------
   Production:
      Oil (Bbls)                     45,339           49,766          54,657
      Gas (Mcf)                     270,536          257,786         300,937

   Oil and gas sales(1):
      Oil                        $1,731,505       $1,448,496      $1,301,208
      Gas                         1,262,260        1,104,661         820,315
                                  ---------        ---------       ---------
        Total                    $2,993,765       $2,553,157      $2,121,523
                                  =========        =========       =========
   Average sales price:
      Per barrel of oil              $38.19           $29.11          $23.81
      Per Mcf of gas                   4.67             4.29            2.73

-------------------
(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 $992,567,  $1,004,748,  $765,606,  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, 2004 which were
attributable  to the  Partnerships'  Net  Profits  Interests.  The  schedule  of
quantities of proved oil and gas reserves was prepared by the General Partner in
accordance with the rules  prescribed by the Securities and Exchange  Commission
(the "SEC").  Certain  reserve  information was reviewed by Ryder Scott Company,
L.P.  ("Ryder  Scott"),  an  independent  petroleum  engineering  firm.  As used
throughout  this Annual  Report,  "proved  reserves"  refers to those  estimated
quantities of crude oil, gas, and gas liquids which  geological and  engineering
data  demonstrate  with  reasonable  certainty to be recoverable in future years
from  known  oil  and gas  reservoirs  under  existing  economic  and  operating
conditions.

      Net present  value  represents  estimated  future gross cash flow from the
production and sale of proved reserves,  net of estimated oil and gas production
costs (including production taxes, ad valorem taxes, and operating expenses) and
estimated  future  development  costs,  discounted at 10% per annum. Net present
value attributable to the Partnerships' proved reserves



                                      -11-
<PAGE>



was  calculated  on the basis of current  costs and prices at December 31, 2004.
Such prices were not escalated except in certain circumstances where escalations
were fixed and readily  determinable  in  accordance  with  applicable  contract
provisions. Oil and gas prices at December 31, 2004 ($43.36 per barrel and $6.02
per Mcf,  respectively)  were higher  than the prices in effect on December  31,
2003 ($29.25 per barrel and $5.77 per Mcf,  respectively).  This increase in oil
and gas prices has caused the  estimates of remaining  economically  recoverable
reserves, as well as the values placed on said reserves, at December 31, 2004 to
be higher than such  estimates and values at December 31, 2003.  The prices used
in calculating the net present value  attributable to the  Partnerships'  proved
reserves do not  necessarily  reflect  market prices for oil and gas  production
subsequent to December 31, 2004.  There can be no assurance that the prices used
in calculating  the net present value of the  Partnerships'  proved  reserves at
December 31, 2004 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.



                                      -12-
<PAGE>




                              Proved Reserves and
                               Net Present Values
                             From Proved Reserves
                          As of December 31, 2004(1)

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

   Estimated proved reserves:
      Gas (Mcf)                                                  5,480,079
      Oil and liquids (Bbls)                                     1,520,139

   Net present value (discounted at 10% per annum)             $22,479,398

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

   Estimated proved reserves:
      Gas (Mcf)                                                  3,525,893
      Oil and liquids (Bbls)                                       897,719

   Net present value (discounted at 10% per annum)             $14,013,719

----------
(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

      As of December 31, 2004,  affiliates of the Partnerships  operated 24 (2%)
and 27 (2%), respectively, of the P-7 and P-8 Partnerships' wells. 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.




                                      -13-
<PAGE>



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


                   Significant Properties as of December 31, 2004
                   ----------------------------------------------

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

P-7 P/ship:
  Permian         933       9      1%   1,463,841   3,739,764   $19,204,844
  Anadarko         22      14     64%      29,261   1,673,167     2,902,428


P-8 P/ship:
  Permian       1,339       9      1%     867,169   2,393,888   $11,682,557
  Anadarko         31      17     55%      15,439   1,099,784     2,083,991
------------------
(1) Percent of the Partnership's  total wells in the basin which are operated by
    affiliates of the Partnerships.

      Following is a description of those oil and gas properties whose revisions
in the estimated  proved  reserves  (based on  equivalent  barrels of oil) as of
December  31, 2004 as compared to December  31, 2003,  were  significant  to the
Partnerships.

      The  P-7  and  P-8  Partnerships'   estimated  proved  reserves  increased
approximately  366,000 and 210,000 barrels of oil equivalent,  respectively,  in
the Pecos Val (5400 Dev Ut) located in Pecos  County,  Texas from  December  31,
2003 to December 31, 2004. This increase was primarily due to a revised forecast
in reserves based on actual production experience.

      The  P-7  and  P-8  Partnerships'   estimated  proved  reserves  increased
approximately  228,000 and 140,000 barrels of oil equivalent,  respectively,  in
the Robertson North Unit located in Gaines County,  Texas from December 31, 2003
to December 31, 2004.  This  increase was  primarily  due to the  completion  of
several new wells in 2004 and a revised  forecast  in  reserves  based on actual
production experience.




                                      -14-
<PAGE>




      Title to Oil and Gas Properties

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

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


ITEM 3.     LEGAL PROCEEDINGS

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


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

      There were no  matters  submitted  to a vote of the  Limited  Partners  of
either Partnership during 2004.


                                    PART II.

ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS

      As of  February  28,  2005,  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              970
                P-8            116,168              850

      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



                                      -15-
<PAGE>



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.

                            Repurchase Offer Prices
                            -----------------------
                      2003                         2004                2005
           --------------------------    --------------------------    ----
           1st    2nd     3rd    4th     1st    2nd     3rd    4th      1st
P/ship     Qtr.   Qtr.    Qtr.   Qtr.    Qtr.   Qtr.    Qtr.   Qtr.     Qtr.
------     ----   ----    ----   ----    ----   ----    ----   ----     ----

 P-7       $27    $26     $34    $31     $29    $27     $37    $34      $32
 P-8        28     27      38     32      29     27      38     34       32

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


      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



                                      -16-
<PAGE>



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 2003 and 2004 and the first quarter of 2005:

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

                                  2003
                 -----------------------------------------
                  1st          2nd         3rd        4th
   P/ship         Qtr.         Qtr.        Qtr.       Qtr.
   ------        -----        -----       -----      -----
    P-7          $2.37        $ .82       $1.79      $3.66
    P-8           2.77         1.19        2.35       6.24



                                  2004                               2005
                 -----------------------------------------           -----
                  1st          2nd         3rd        4th             1st
   P/ship         Qtr.         Qtr.        Qtr.       Qtr.            Qtr.
   ------        -----        -----       -----      -----           -----
    P-7          $1.30        $2.32       $2.00      $2.87           $1.94
    P-8           1.77         2.50        1.85       3.12            2.20


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

                                       2004            2003              2002             2001              2000
                                   ------------    ------------      ------------     ------------      ------------
<S>                                 <C>             <C>               <C>              <C>               <C>
   Net Profits                      $3,073,486      $2,211,781        $1,973,994       $2,042,635        $2,925,780

   Net Income:
      Limited Partners               2,358,687       2,003,873         1,401,864        1,478,593         2,725,533
      General Partner                  257,252         118,037            84,673           88,256           154,148
      Total                          2,615,939       2,121,910         1,486,537        1,566,849         2,879,681

   Limited Partners' Net
      Income per Unit                    12.50           10.62              7.43             7.84             14.44

   Limited Partners' Cash
      Distributions per Unit              8.49            8.64              4.65            10.18             11.51

   Total Assets                      4,885,661       4,239,795         3,657,798        3,112,532         3,571,495

   Partners' Capital (Deficit)
      Limited Partners               4,893,106       4,135,419         3,760,546        3,235,682         3,676,089
      General Partner              (    44,682)    (   103,881)      (   102,748)     (   123,150)      (   104,594)

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

                                        2004              2003             2002             2001             2000
                                    ------------      ------------     ------------     ------------     ------------
<S>                                  <C>               <C>              <C>              <C>              <C>
   Net Profits                       $2,001,198        $1,548,409       $1,355,917       $1,478,510       $1,940,837

   Net Income:
      Limited Partners                1,536,003         1,668,506          991,477        1,117,968        1,776,728
      General Partner                   183,768           108,749           58,819           65,041           99,956
      Total                           1,719,771         1,777,255        1,050,296        1,183,009        1,876,684

   Limited Partners' Net
      Income per Unit                     13.22             14.36             8.53             9.62            15.29

   Limited Partners' Cash
      Distributions per Unit               9.24             12.55             5.54            12.43            11.82

   Total Assets                       2,991,015         2,631,433        2,278,951        1,919,291        2,258,820

   Partners' Capital (Deficit)
      Limited Partners                2,995,093         2,533,090        2,322,584        1,976,107        2,303,139
      General Partner               (    13,891)      (    29,971)     (    43,633)     (    56,816)     (    44,319)

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





                                      -20-
<PAGE>




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

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

      In addition to pricing, the level of net revenues is also highly dependent
upon the total  volumes of oil and natural gas sold.  Oil and gas  reserves  are
depleting  assets and will  experience  production  declines over time,  thereby
likely  resulting  in  reduced  net  revenues.  Despite  this  general  trend of
declining production,  several factors can cause the volumes of oil and gas sold
to  increase  or decrease at an even  greater  rate over a given  period.  These
factors include, but are not limited to, (i) geophysical  conditions which cause
an acceleration of the decline in production,  (ii) the shutting in of wells (or
the opening of previously  shut-in wells) due to low oil and gas prices (or high
oil  and  gas   prices),   mechanical   difficulties,   loss  of  a  market   or
transportation, or performance of workovers,  recompletions, or other operations
in the well, (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  wells  owned  by the
Partnerships, these factors are generally not material as compared to the normal
decline in production experienced on all remaining wells.



                                      -21-
<PAGE>



      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, 2004 as compared to the year ended
December  31, 2003 and for the year ended  December  31, 2003 as compared to the
year ended December 31, 2002.

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

                     Year Ended December 31, 2004 Compared
                        to Year Ended December 31, 2003
                     -------------------------------------


      Total Net Profits increased  $861,705 (39.0%) in 2004 as compared to 2003.
Of this increase,  approximately (i) $683,000 and $132,000,  respectively,  were
related to increases in the average  prices of oil and gas sold,  (ii)  $285,000
was related to an increase in volumes of gas sold,  and (iii) $4,000 was related
to a decrease in production expenses. These increases were partially offset by a
decrease of approximately $242,000 related to a decrease in volumes of oil sold.
Volumes of oil sold decreased 8,318 barrels, while volumes of gas sold increased
66,358 Mcf in 2004 as compared to 2003.  The decrease in volumes of oil sold was
primarily due to (i) normal  declines in production and (ii) the sale of several
wells in late 2003. The increase in volumes of gas sold was primarily due to (i)
an increase in production on several wells following the successful workovers of
those  wells  during  2003  and 2004 and (ii) a  positive  prior  period  volume
adjustment made by the operator on one significant well in 2004. These increases
were partially  offset by (i) normal  declines in  production,  (ii) the sale of
several wells in mid 2003, and (iii) a positive  prior period volume  adjustment
on another  significant  well in 2003.  The decrease in production  expenses was
primarily due to (i) workover expenses incurred on several wells during 2003 and
(ii)  the  sale  of  several  wells  during  late  2003.  These  decreases  were
substantially  offset by (i) workover  expenses incurred on several wells during
2004 and (ii) an increase in production  taxes  associated  with the increase in
oil and gas sales. Average oil and gas prices increased to $38.30 per barrel and
$4.62 per Mcf,  respectively,  in 2004 from $29.11 per barrel and $4.29 per Mcf,
respectively, in 2003.

      As  discussed  in  "Liquidity  and  Capital   Resources"  below,  the  P-7
Partnership  sold certain oil and gas  properties  during 2003 and  recognized a
$440,609 gain on such sales. No such sales occurred during 2004.



                                      -22-
<PAGE>



      Depletion of Net Profits  Interests  decreased  $70,828 (23.2%) in 2004 as
compared to 2003. This decrease was primarily due to (i) upward revisions in the
estimates of remaining oil and gas reserves during 2004 and (ii) one significant
well  becoming  substantially  depleted  in 2003  due to the  lack of  remaining
reserves. As a percentage of Net Profits, this expense decreased to 7.6% in 2004
from  13.8% in 2003.  This  percentage  decrease  was  primarily  due to (i) the
increases in the average prices of oil and gas sold and (ii) the dollar decrease
in depletion of Net Profits Interests.

      General and administrative  expenses remained  relatively constant in 2004
and 2003. As a percentage of Net Profits,  these  expenses  decreased to 7.5% in
2004 from 10.4% in 2003.  This  percentage  decrease  was  primarily  due to the
increase in Net Profits.

      The P-7  Partnership  achieved  payout during the second  quarter of 2004.
After payout, operations and revenues for the P-7 Partnership have been and will
be allocated using after payout percentages.  After payout percentages  allocate
operating  income and expenses 10% to the General Partner and 90% to the Limited
Partners.  Before payout, operating income and expenses were allocated 5% to the
General Partner and 95% to the Limited Partners.

      Cumulative cash distributions to the Limited Partners through December 31,
2004 were $19,800,916 or 104.93% of Limited Partners' capital contributions.


                     Year Ended December 31, 2003 Compared
                        to Year Ended December 31, 2002
                     -------------------------------------

      Total Net Profits increased  $237,787 (12.0%) in 2003 as compared to 2002.
Of this  increase,  approximately  $437,000  and  $516,000,  respectively,  were
related to increases in the average prices of oil and gas sold.  These increases
were partially offset by decreases of  approximately  (i) $173,000 and $106,000,
respectively,  related  to  decreases  in  volumes  of oil and gas sold and (ii)
$436,000 related to an increase in production  expenses.  Volumes of oil and gas
sold decreased 7,246 barrels and 38,427 Mcf,  respectively,  in 2003 as compared
to 2002.  The  decrease in volumes of gas sold was  primarily  due to (i) normal
declines in  production  and (ii) the sale of several  wells in mid 2003.  These
decreases were partially offset by a positive prior period volume  adjustment on
one significant well in 2003. The increase in production  expenses was primarily
due to (i) workover  expenses  incurred on several  wells  during  2003,  (ii) a
negative prior period lease operating expense adjustment on one significant well
in 2002, and (iii) an increase in production  taxes associated with the increase
in oil and gas sales. Average oil and gas



                                      -23-
<PAGE>



prices increased to $29.11 per barrel and $4.29 per Mcf,  respectively,  in 2003
from $23.83 per barrel and $2.77 per Mcf, respectively, in 2002.

      As  discussed  in  "Liquidity  and  Capital   Resources"  below,  the  P-7
Partnership  sold certain oil and gas  properties  during 2003 and  recognized a
$440,609 gain on such sales. No such sales occurred during 2002.

      Depletion of Net Profits  Interests  increased  $42,642 (16.2%) in 2003 as
compared  to  2002.  This  increase  was  primarily  due to (i) an  increase  in
depletable Net Profits Interests primarily due to developmental  drilling on one
large  unitized   property  in  2003  and  (ii)  one   significant   well  being
substantially  depleted  in  2003  due to the  lack  of  remaining  economically
recoverable reserves.  These increases were partially offset by the decreases in
volumes  of oil and gas sold.  As a  percentage  of Net  Profits,  this  expense
increased to 13.8% in 2003 from 13.3% in 2002.

      General and  administrative  expenses  increased  $2,660 (1.2%) in 2003 as
compared to 2002. As a percentage of Net Profits,  these  expenses  decreased to
10.4% in 2003 from 11.5% in 2002. This percentage  decrease was primarily due to
the increase in Net Profits.


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

                     Year Ended December 31, 2004 Compared
                        to Year Ended December 31, 2003
                     -------------------------------------

      Total Net Profits increased  $452,789 (29.2%) in 2004 as compared to 2003.
Of this increase,  approximately (i) $412,000 and $103,000,  respectively,  were
related to increases in the average prices of oil and gas sold, (ii) $55,000 was
related to an increase in volumes of gas sold,  and (iii) $12,000 was related to
a decrease in production  expenses.  These increases were partially  offset by a
decrease of approximately $129,000 related to a decrease in volumes of oil sold.
Volumes of oil sold decreased 4,427 barrels, while volumes of gas sold increased
12,750 Mcf in 2004 as compared to 2003.  The decrease in volumes of oil sold was
primarily due to (i) normal  declines in production and (ii) the sale of several
wells in late 2003. The increase in volumes of gas sold was primarily due to (i)
an increase in production on several wells following successful workovers during
2003 and 2004 and (ii) a positive  prior period  volume  adjustment  made by the
operator on one significant  well in 2004. These increases were partially offset
by (i) normal  declines  in  production,  (ii) the sale of several  wells in mid
2003, and (iii) a positive prior period volume adjustment on another significant
well in 2003.  The  decrease in  production  expenses was  primarily  due to (i)
workover expenses incurred on



                                      -24-
<PAGE>



several  wells during 2003 and (ii) the sale of several  wells during late 2003.
These  decreases  were  partially  offset by (i) workover  expenses  incurred on
several  wells during 2004 and (ii) an increase in production  taxes  associated
with the increase in oil and gas sales.  Average oil and gas prices increased to
$38.19  per  barrel  and $4.67 per Mcf,  respectively,  in 2004 from  $29.11 per
barrel and $4.29 per Mcf, respectively, in 2003.

      As  discussed  in  "Liquidity  and  Capital   Resources"  below,  the  P-8
Partnership  sold certain oil and gas  properties  during 2003 and  recognized a
$555,967 gain on such sales. No such sales occurred during 2004.

      Depletion of Net Profits  Interests  decreased  $50,433 (27.0%) in 2004 as
compared to 2003. This decrease was primarily due to (i) upward revisions in the
estimates of remaining oil and gas reserves during 2004 and (ii) one significant
well  becoming  substantially  depleted  in 2003  due to the  lack of  remaining
reserves. As a percentage of Net Profits, this expense decreased to 6.8% in 2004
from 12.1% in 2003. This percentage decrease was primarily due to (i) the dollar
decrease in depletion  of Net Profits  Interests  and (ii) the  increases in the
average prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant in 2004
and 2003. As a percentage of Net Profits,  these  expenses  decreased to 7.5% in
2004  from 9.7% in 2003.  This  percentage  decrease  was  primarily  due to the
increase in Net Profits.

      Cumulative cash distributions to the Limited Partners through December 31,
2004 were $13,263,583 or 114.18% of Limited Partners' capital contributions.


                     Year Ended December 31, 2003 Compared
                        to Year Ended December 31, 2002
                     -------------------------------------

      Total Net Profits increased  $192,492 (14.2%) in 2003 as compared to 2002.
Of this  increase,  approximately  $264,000  and  $402,000,  respectively,  were
related to increases in the average prices of oil and gas sold.  These increases
were partially offset by decreases of  approximately  (i) $117,000 and $118,000,
respectively,  related  to  decreases  in  volumes  of oil and gas sold and (ii)
$239,000 related to an increase in production  expenses.  Volumes of oil and gas
sold decreased 4,891 barrels and 43,151 Mcf,  respectively,  in 2003 as compared
to 2002.  The  decrease in volumes of gas sold was  primarily  due to (i) normal
declines in  production  and (ii) the sale of several  wells in mid 2003.  These
decreases were partially offset by a positive prior period volume  adjustment on
one significant well in 2003. The increase in production  expenses was primarily
due to (i) workover  expenses  incurred on several  wells  during 2003,  (ii) an
increase in



                                      -25-
<PAGE>



production  taxes  associated with the increase in oil and gas sales,  and (iii)
negative prior period lease  operating  expense  adjustments on two  significant
wells in 2002.  Average  oil and gas prices  increased  to $29.11 per barrel and
$4.29 per Mcf,  respectively,  in 2003 from $23.81 per barrel and $2.73 per Mcf,
respectively, in 2002.

      As  discussed  in  "Liquidity  and  Capital   Resources"  below,  the  P-8
Partnership  sold certain oil and gas  properties  during 2003 and  recognized a
$555,967 gain on such sales. No such sales occurred during 2002.

      Depletion of Net Profits  Interests  increased  $25,308 (15.7%) in 2003 as
compared  to  2002.  This  increase  was  primarily  due to (i) an  increase  in
depletable Net Profits Interests primarily due to developmental  drilling on one
large  unitized   property  in  2003  and  (ii)  one   significant   well  being
substantially  depleted  in  2003  due to the  lack  of  remaining  economically
recoverable reserves.  These increases were partially offset by the decreases in
volumes  of oil and gas sold.  As a  percentage  of Net  Profits,  this  expense
increased to 12.1% in 2003 from 11.9% in 2002.

      General and  administrative  expenses  increased  $2,333 (1.6%) in 2003 as
compared to 2002. As a percentage of Net Profits,  these  expenses  decreased to
9.7% in 2003 from 10.9% in 2002. This  percentage  decrease was primarily due to
the increase in Net Profits.

      The P-8  Partnership  achieved  payout during the fourth  quarter of 2003.
After payout, operations and revenues for the P-8 Partnership have been and will
be allocated using after payout percentages.  After payout percentages  allocate
operating  income and expenses 10% to the General Partner and 90% to the Limited
Partners.  Before payout, operating income and expenses were allocated 5% to the
General Partner and 95% to the Limited Partners.


      Average Proceeds and Units of Production

      The  following  tables  are  comparisons  of  the  annual  barrels  of oil
equivalent  (one barrel of oil or six Mcf of gas) and the average  proceeds (oil
and gas sales, less lease operating  expenses and production taxes) received per
barrel of oil equivalent  attributable to the Partnerships' Net Profits Interest
for the years ended December 31, 2004, 2003, and 2002.





                                      -26-
<PAGE>



                             2004 Compared to 2003
                             ---------------------

                       Barrel of Oil               Average Proceeds per
                        Equivalent                Barrel of Oil Equivalent
              -----------------------------     --------------------------
P/ship         2004      2003      % Change      2004     2003    % Change
------        -------   -------    --------     ------   ------   --------

 P-7          141,910   139,168       2%        $21.66   $15.89      36%
 P-8           90,428    92,730      (2%)        22.13    16.70      33%


                             2003 Compared to 2002
                             ---------------------

                    Barrel of Oil                 Average Proceeds per
                      Equivalent                 Barrel of Oil Equivalent
              -----------------------------     --------------------------
P/ship         2003      2002      % Change      2003     2002    % Change
------        -------   -------    --------     ------   ------   --------

 P-7          139,168   152,819       (9%)      $15.89   $12.92      23%
 P-8           92,730   104,813      (12%)       16.70    12.94      29%



      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 generally not reinvested in productive  assets.  Assuming
2004 production  levels for future years, the P-7 and P-8  Partnerships'  proved
reserve   quantities  at  December  31,  2004  would  have  remaining  lives  of
approximately 20.4 and 19.8 years,  respectively,  for oil reserves and 13.5 and
13.0 years, respectively, for gas reserves. These life of reserves estimates are
based on the current  estimates of remaining oil and gas reserves.  See "Item 2.
Properties"  for a  discussion  of these  reserve  estimates.  Any  increase  or
decrease  from the oil and gas prices at December 31, 2004 may cause an increase
or decrease in the estimated  life of said  reserves.  As discussed  below,  the
Partnerships  must  terminate no later than  December 31, 2011 (seven years from
December 31, 2004).

      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.




                                      -27-
<PAGE>



      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.  During 2004, 2003, and 2002, capital
expenditures  affecting  the P-7  Partnership's  Net Profits  Interests  totaled
$686,894,  $691,049,  and $241,187,  respectively.  During 2004, 2003, and 2002,
capital  expenditures  affecting  the P-8  Partnership's  Net Profits  Interests
totaled  $420,275,  $420,686,  and  $147,528,  respectively.  These  costs  were
indirectly incurred as a result of drilling  activities  associated with several
large unitized properties.

      The Partnerships  sold certain Net Profits  Interests during 2003. No such
sales occurred  during 2004.  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.  During 2003, such proceeds to the P-7 Partnership  were $489,541,
while such proceeds to the P-8 Partnership were $602,905.

      Over the years,  as part of the  normal  course of  business,  some of the
Partnerships'  interests  in wells  have  been  sold,  generally  at oil and gas
auctions.  Given the generally  favorable  current  environment  for oil and gas
dispositions,  it is  possible  that  the  number  of and  value  of  properties
considered  for sale may increase.  In the event of sales,  any net proceeds are
distributed as soon as possible after the disposition. Future production, costs,
and cash flow will be reduced as properties are 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 generally replacing production.

      The  General  Partner  expects  general  and  administrative  expenses  to
increase substantially during 2005 and 2006 due to costs required to comply with
Section 404 of the  Sarbanes-Oxley  Act of 2002. Such anticipated  increase will
reduce cash available for  distribution.  The General Partner expects at least a
portion of this anticipated  increase in general and administrative  expenses to
continue in years beyond 2006.



                                      -28-
<PAGE>



      The  Partnerships  were  scheduled  to  terminate  on February 28, 2002 in
accordance with the  Partnership  Agreements.  However,  the General Partner may
extend the term of each  partnership  for up to five  periods of two years each.
The General Partner has extended the terms of the  Partnerships for their second
extension thereby extending their termination date to December 31, 2005.


      Off-Balance Sheet Arrangements

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


      Tabular Disclosure of Contractual Obligations

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


      Critical Accounting Policies

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

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

      The  Partnerships  evaluate the  recoverability  of the carrying  costs of
their Net Profits  Interests in proved oil and gas  properties  for each oil and
gas field (rather than separately for each well). 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



                                      -29-
<PAGE>



using the discounted future cash flows from the Net Profits Interest.


      Accounts Receivable (Accounts Payable) - Net Profits

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

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

      In  July  2001,  the  FASB  issued  FAS No.  143,  "Accounting  for  Asset
Retirement  Obligations",  which is effective for fiscal years  beginning  after
June 15, 2002 (January 1, 2003 for the  Partnerships).  On January 1, 2003,  the
Partnerships  adopted  FAS No.  143 and  recorded  an  increase  in Net  Profits
Interests,  an increase in net income for the cumulative effect of the change in
accounting  principle,  and  an  asset  retirement  obligation,  resulting  in a
decrease of accounts  receivable - Net  Profits,  in the  following  approximate
amounts for each Partnership:

                                     Increase in
                                    Net Income for
                  Increase in       the Change in             Asset
                  Net Profits        Accounting            Retirement
Partnership        Interests         Principle             Obligation
-----------       -----------       --------------         ----------

   P-7             $311,000            $  400              $311,000
   P-8              234,000             5,000               229,000

      The asset retirement  obligation is adjusted upwards each quarter in order
to recognize  accretion of the time-related  discount factor. For the year ended
December 31, 2004, the P-7 and P-8 Partnerships recognized approximately $16,000
and



                                      -30-
<PAGE>



$10,000,  respectively,  of an increase in depletion  of Net Profits  Interests,
which  was  comprised  of  accretion  of the  asset  retirement  obligation  and
depletion of the increase in Net Profits Interests.

      New Accounting Pronouncements

      The  Partnerships  are  not  aware  of  any  recently  issued   accounting
pronouncements that would have an impact on the Partnerships'  future results of
operations and financial position.


      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
2004. Oil and gas prices have fluctuated  during recent years and generally have
not followed the same pattern as  inflation.  See "Item 2.  Properties - Oil and
Gas Production, Revenue, and Price History."


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

      The 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 15
hereof.


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

      None.


ITEM 9A.    CONTROLS AND PROCEDURES

      As of the  end  of the  period  covered  by  this  report,  the  principal
executive officer and principal financial officer conducted an evaluation of the
Partnerships'  disclosure controls and procedures (as defined in Rules 13a-15(e)
and  15d-15(e)  under the  Securities  and Exchange Act of 1934).  Based on this
evaluation, such officers concluded that the Partnerships'



                                      -31-
<PAGE>



disclosure  controls and  procedures  are  effective to ensure that  information
required to be disclosed by the Partnerships in reports filed under the Exchange
Act is recorded,  processed,  summarized, and reported accurately and within the
time periods  specified in the  Securities  and  Exchange  Commission  rules and
forms.


ITEM 9B.    OTHER INFORMATION

      The  General  Partner  is not  aware  of any  information  required  to be
reported  on Form 8-K  during  the  fourth  quarter of 2004 but which was not so
reported.



                                   PART III.

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER

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


          Name                Age       Position with Geodyne
      ----------------        ---      -----------------------
      Dennis R. Neill          53      President and Director

      Judy K. Fox              54      Secretary

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

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

      Judy K. Fox joined  Samson in 1990 and was named  Secretary of Geodyne and
its subsidiaries on June 30, 1996. Prior to joining



                                      -32-
<PAGE>



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 2004 of reports required under Section 16 of the Securities  Exchange Act
of 1934.


      Audit Committee Financial Expert

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


      Code of Ethics

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


ITEM 11.    EXECUTIVE COMPENSATION

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



                                      -33-
<PAGE>



General Partner and its affiliates and charged to each Partnership  during 2004,
2003,  and 2002,  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         2004           2003           2002
            -----------       --------       --------       --------

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


      None  of  the  officers  or  directors  of  the  General  Partner  receive
compensation  directly from the  Partnerships.  The  Partnerships  reimburse the
General  Partner  or its  affiliates  for that  portion  of such  officers'  and
directors'   salaries  and  expenses   attributable  to  time  devoted  by  such
individuals  to the  Partnerships'  activities  based on the  allocation  method
described above. The following tables indicate the approximate amount of general
and  administrative  expense  reimbursement  attributable to the salaries of the
directors,  officers,  and employees of the General  Partner and its  affiliates
during 2004, 2003, and 2002:



                                      -34-
<PAGE>


<TABLE>
<CAPTION>

                                                  Salary Reimbursements

                                                     P-7 Partnership
                                                     ---------------
                                            Three Years Ended December 31, 2004

                                                                        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(#)       ($)         ($)
---------------         ----     --------   -------     -------     ----------     --------     -------     -------

                     <C>      <C>           <C>         <C>           <C>          <c>         <c>          <c>
Dennis R. Neill,
President(1)(2)         2002        -          -           -             -            -           -            -
                        2003        -          -           -             -            -           -            -
                        2004        -          -           -             -            -           -            -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2002     $106,072      -           -             -            -           -            -
                        2003     $107,814      -           -             -            -           -            -
                        2004     $115,517      -           -             -            -           -            -

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

</TABLE>


                                      -35-
<PAGE>



<TABLE>
<CAPTION>

                                                  Salary Reimbursements
                                                     P-8 Partnership
                                                     ---------------
                                          Three Years Ended December 31, 2004

                                                                        Long Term Compensation
                                                                    -------------------------------
                                    Annual Compensation                     Awards              Payouts
                                 -------------------------          ---------------------       -------
                                                                                    Securi-
                                                         Other                       ties                     All
     Name                                                Annual     Restricted      Under-                   Other
      and                                               Compen-       Stock         lying        LTIP       Compen-
   Principal                      Salary     Bonus      sation       Award(s)      Options/     Payouts     sation
   Position             Year       ($)        ($)         ($)          ($)          SARs(#)       ($)         ($)
---------------         ----     -------    -------     -------     ----------     --------     -------     -------
<S>                     <C>         <C>        <C>         <C>          <C>            <C>         <C>         <C>
Dennis R. Neill,
President(1)(2)         2002        -          -           -            -              -           -           -
                        2003        -          -           -            -              -           -           -
                        2004        -          -           -            -              -           -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2002     $65,298       -           -            -              -           -           -
                        2003     $66,370       -           -            -              -           -           -
                        2004     $71,112       -           -            -              -           -           -

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




                                      -36-
<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 the date of filing  this  Annual  Report by (i) each  beneficial
owner of more than five percent of the issued and  outstanding  Units,  (ii) the
director and officers of the General Partner,  and (iii) the General Partner and
its affiliates.  The address of the General Partner,  its officers and director,
and Samson  Resources  Company is Samson Plaza,  Two West Second Street,  Tulsa,
Oklahoma 74103.



                                      -37-
<PAGE>



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

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

   Samson Resources Company                             40,496 (21.5%)

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

   All affiliates, directors, and officers of           40,496 (21.5%)
      the General Partner as a group and the
      General Partner (4 persons)


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

   Samson Resources Company                             34,535 (29.7%)

   All affiliates, directors, and officers of           34,535 (29.7%)
      the General Partner as a group and the
      General Partner (4 persons)


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.



                                      -38-
<PAGE>



      The  General  Partner  does  not  devote  all of its  time,  efforts,  and
personnel exclusively to the Partnerships.  Furthermore, the Partnerships do not
have  any  employees,   but  instead  rely  on  the  personnel  of  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 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.


ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES


      Audit Fees

      During 2004 and 2003, each Partnership paid the following audit fees:

                                                  2004        2003
                                                -------     -------

      Year-end audit per engagement letter      $21,560     $19,250
      1st quarter 10-Q review                       825         750
      2nd quarter 10-Q review                       825         750
      3rd quarter 10-Q review                       825         750



                                      -39-
<PAGE>



      Audit-Related Fees

      During 2004 and 2003 the Partnerships did not pay any  audit-related  fees
of the type required by the SEC to be disclosed in this Annual Report under this
heading.


      Tax Fees

      During 2004 and 2003 the Partnerships did not pay any tax compliance,  tax
advice,  or tax planning fees of the type required by the SEC to be disclosed in
this Annual Report under this heading.


      All Other Fees

      During  2004 and 2003 the  Partnerships  did not pay any other fees of the
type  required  by the SEC to be  disclosed  in this  Annual  Report  under this
heading.


      Audit Approval

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


      Audit and Related Fees Paid by Affiliates

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



                                    PART IV.


ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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

      (1)   Financial  Statements:  The following  financial  statements for the
            Geodyne  Institutional/Pension Energy Income Limited Partnership P-7
            and  the  Geodyne   Institutional/Pension   Energy  Income   Limited
            Partnership P-8 as of December 31, 2004 and 2003 and for the three



                                      -40-
<PAGE>



            years ended December 31, 2004 are filed as part of this report:

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

      (2)   Financial Statement Schedules:

            None.

      (3)   Exhibits:

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

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

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

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

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

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



                                      -41-
<PAGE>



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

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

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

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

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

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

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

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



                                      -42-
<PAGE>



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

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

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

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

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

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

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

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

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



                                      -43-
<PAGE>



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

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

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

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

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

        All other Exhibits are omitted as inapplicable.

        ----------

        *Filed herewith.






                                      -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
                                    March 30, 2005


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

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

By:    //s//Dennis R. Neill     President and            March 30, 2005
       -------------------      Director (Principal
          Dennis R. Neill       Executive Officer)


       //s//Craig D. Loseke     Chief Accounting         March 30, 2005
       -------------------      Officer (Principal
          Craig D. Loseke       Accounting and
                                Financial Officer)

       //s//Judy K. Fox         Secretary                March 30, 2005
       -------------------
          Judy K. Fox



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

            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE PARTNERS

GEODYNE INSTITUTIONAL/PENSION ENERGY
INCOME LIMITED PARTNERSHIP P-7


      In our opinion, the accompanying balance sheets and the related statements
of  operations,  changes in partners'  capital  (deficit) and cash flows present
fairly,  in all  material  respects,  the  financial  position  of  the  Geodyne
Institutional/Pension Energy Income Limited Partnership P-7, an Oklahoma limited
partnership,  at December 31, 2004 and 2003,  and the results of its  operations
and its cash flows for each of the three years in the period ended  December 31,
2004, in conformity with accounting  principles generally accepted in the United
States of America.  These  financial  statements are the  responsibility  of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial  statements  based on our  audits.  We  conducted  our audits of these
financial  statements  in  accordance  with the  standards of the Pubic  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

      As  discussed  in Note 1 of Notes to the  Financial  Statements  under the
heading  "Asset   Retirement   Obligation,"   effective   January  1,  2003  the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.




                                    PricewaterhouseCoopers LLP






Tulsa, Oklahoma
March 30, 2005




                                      F-1
<PAGE>



                     GEODYNE INSTITUTIONAL/PENSION ENERGY
                        INCOME LIMITED PARTNERSHIP P-7
                                Balance Sheets
                          December 31, 2004 and 2003

                                    ASSETS
                                    ------

                                                 2004              2003
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $1,158,634        $  973,753
                                               ---------         ---------

         Total current assets                 $1,158,634        $  973,753

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method               3,727,027         3,266,042
                                               ---------         ---------

                                              $4,885,661        $4,239,795
                                               =========         =========


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

CURRENT LIABILITIES:
   Accounts payable:
      Net Profits                             $   37,237        $  208,257
                                               ---------         ---------

         Total current liabilities            $   37,237        $  208,257

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   44,682)      ($  103,881)
   Limited Partners, issued and
      outstanding 188,702 Units                4,893,106         4,135,419
                                               ---------         ---------

      Total Partners' capital                 $4,848,424        $4,031,538
                                               ---------         ---------

                                              $4,885,661        $4,239,795
                                               =========         =========




                    The accompanying notes are an integral
                      part of these financial statements




                                      F-2
<PAGE>



                           GEODYNE INSTITUTIONAL/PENSION ENERGY
                              INCOME LIMITED PARTNERSHIP P-7
                                 Statements of Operations
                   For the Years Ended December 31, 2004, 2003, and 2002


                                       2004             2003            2002
                                    ----------       ----------      ----------

REVENUES:
   Net Profits                      $3,073,486       $2,211,781      $1,973,994
   Interest income                       7,354            5,591           3,712
   Gain on sale of
      Net Profits Interests               -             440,609            -
                                     ---------        ---------       ---------

                                    $3,080,840       $2,657,981      $1,977,706

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests             $  235,103       $  305,931      $  263,289
   General and administrative          229,798          230,540         227,880
                                     ---------        ---------       ---------

                                    $  464,901       $  536,471      $  491,169
                                     ---------        ---------       ---------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE             $2,615,939       $2,121,510      $1,486,537


   Cumulative effect of change
      in accounting for asset
      retirement obligations
      (Note 1)                            -                 400            -
                                     ---------        ---------       ---------
NET INCOME                          $2,615,939       $2,121,910      $1,486,537
                                     =========        =========       =========

GENERAL PARTNER - NET INCOME        $  257,252       $  118,037      $   84,673
                                     =========        =========       =========

LIMITED PARTNERS - NET INCOME       $2,358,687       $2,003,873      $1,401,864
                                     =========        =========       =========

NET INCOME per Unit                 $    12.50       $    10.62      $     7.43
                                     =========        =========       =========

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

                          The accompanying notes are an integral
                            part of these financial statements




                                      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, 2004, 2003, and 2002


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

Balance, Dec. 31, 2001          $3,235,682      ($123,150)      $3,112,532
   Net income                    1,401,864         84,673        1,486,537
   Cash distributions          (   877,000)     (  64,271)     (   941,271)
                                 ---------        -------        ---------

Balance, Dec. 31, 2002          $3,760,546      ($102,748)      $3,657,798
   Net income                    2,003,873        118,037        2,121,910
   Cash distributions          ( 1,629,000)     ( 119,170)     ( 1,748,170)
                                 ---------        -------        ---------

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

Balance, Dec. 31, 2004          $4,893,106      ($ 44,682)      $4,848,424
                                 =========        =======        =========


                    The accompanying notes are an integral
                      part of these financial statements




                                      F-4
<PAGE>



                           GEODYNE INSTITUTIONAL/PENSION ENERGY
                              INCOME LIMITED PARTNERSHIP P-7
                                 Statements of Cash Flows
                   For the Years Ended December 31, 2004, 2003, and 2002

                                        2004            2003            2002
                                    ------------    ------------    ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                        $2,615,939      $2,121,910      $1,486,537
   Adjustments to reconcile
      net income to net cash
      provided by operating
      activities:
      Cumulative effect of change
         in accounting for asset
         retirement obligations
         (Note 1)                          -        (       400)           -
      Depletion of Net
         Profits Interests              235,103         305,931         263,289
      Gain on sale of
         Net Profits Interests             -        (   440,609)           -
      Net change in accounts
         receivable (accounts
         payable) - Net Profits     (   315,881)         79,513     (    60,019)
                                      ---------       ---------       ---------
   Net cash provided by
      operating activities           $2,535,161      $2,066,345      $1,689,807
                                      ---------       ---------       ---------
CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($  551,227)    ($  691,049)    ($  241,187)
   Proceeds from sale of
      Net Profits Interests                -            489,541            -
                                      ---------       ---------       ---------
   Net cash used by
      investing activities          ($  551,227)    ($  201,508)    ($  241,187)
                                      ---------       ---------       ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($1,799,053)    ($1,748,170)    ($  941,271)
                                      ---------       ---------       ---------
   Net cash used by
      financing activities          ($1,799,053)    ($1,748,170)    ($  941,271)
                                      ---------       ---------       ---------
NET INCREASE IN CASH
   AND CASH EQUIVALENTS              $  184,881      $  116,667      $  507,349

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                  973,753         857,086         349,737
                                      ---------       ---------       ---------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                     $1,158,634      $  973,753      $  857,086
                                      =========       =========       =========

                          The accompanying notes are an integral
                            part of these financial statements



                                      F-5
<PAGE>



            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE PARTNERS

GEODYNE INSTITUTIONAL/PENSION ENERGY
INCOME LIMITED PARTNERSHIP P-8

      In our opinion, the accompanying balance sheets and the related statements
of  operations,  changes in partners'  capital  (deficit) and cash flows present
fairly,  in all  material  respects,  the  financial  position  of  the  Geodyne
Institutional/Pension Energy Income Limited Partnership P-8, an Oklahoma limited
partnership,  at December 31, 2004 and 2003,  and the results of its  operations
and its cash flows for each of the three years in the period ended  December 31,
2004, in conformity with accounting  principles generally accepted in the United
States of America.  These  financial  statements are the  responsibility  of the
Partnerships'  management.  Our responsibility is to express an opinion on these
financial  statements  based on our  audits.  We  conducted  our audits of these
financial  statements  in accordance  with the  standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

      As  discussed  in Note 1 of Notes to the  Financial  Statements  under the
heading  "Asset   Retirement   Obligation,"   effective   January  1,  2003  the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.




                                    PricewaterhouseCoopers LLP








Tulsa, Oklahoma
March 30, 2005






                                      F-6
<PAGE>




                     GEODYNE INSTITUTIONAL/PENSION ENERGY
                        INCOME LIMITED PARTNERSHIP P-8
                                Balance Sheets
                          December 31, 2004 and 2003

                                    ASSETS
                                    ------
                                                 2004              2003
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  745,323        $  675,203
                                               ---------         ---------

         Total current assets                 $  745,323        $  675,203

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method               2,245,692         1,956,230
                                               ---------         ---------

                                              $2,991,015        $2,631,433
                                               =========         =========

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

CURRENT LIABILITIES:
   Accounts payable:
      Net Profits                             $    9,813        $  128,314
                                               ---------         ---------

   Total current liabilities                  $    9,813        $  128,314

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   13,891)      ($   29,971)
   Limited Partners, issued and
      outstanding 116,168 Units                2,995,093         2,533,090
                                               ---------         ---------

      Total Partners' capital                 $2,981,202        $2,503,119
                                               ---------         ---------
                                              $2,991,015        $2,631,433
                                               =========         =========


                    The accompanying notes are an integral
                      part of these financial statements




                                      F-7
<PAGE>



                           GEODYNE INSTITUTIONAL/PENSION ENERGY
                              INCOME LIMITED PARTNERSHIP P-8
                                 Statements of Operations
                   For the Years Ended December 31, 2004, 2003, and 2002


                                       2004             2003           2002
                                    ----------       ----------     ----------

REVENUES:
   Net Profits                      $2,001,198       $1,548,409     $1,355,917
   Interest income                       4,735            4,316          3,037
   Gain on sale of Net
      Profits Interests                   -             555,967           -
                                     ---------        ---------      ---------

                                    $2,005,933       $2,108,692     $1,358,954

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests             $  136,275       $  186,708     $  161,400
   General and administrative          149,887          149,591        147,258
                                     ---------        ---------      ---------

                                    $  286,162       $  336,299     $  308,658
                                     ---------        ---------      ---------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE             $1,719,771       $1,772,393     $1,050,296

   Cumulative effect of change in
      accounting for asset
      retirement obligations
      (Note 1)                            -               4,862           -
                                     ---------        ---------      ---------

NET INCOME                          $1,719,771       $1,777,255     $1,050,296
                                     =========        =========      =========

GENERAL PARTNER - NET INCOME        $  183,768       $  108,749     $   58,819
                                     =========        =========      =========

LIMITED PARTNERS - NET INCOME       $1,536,003       $1,668,506     $  991,477
                                     =========        =========      =========

NET INCOME per Unit                 $    13.22       $    14.36     $     8.53
                                     =========        =========      =========

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


                          The accompanying notes are an integral
                            part of these financial statements



                                      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, 2004, 2003, and 2002


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

Balance, Dec. 31, 2001         $1,976,107       ($ 56,816)      $1,919,291
   Net income                     991,477          58,819        1,050,296
   Cash distributions         (   645,000)      (  45,636)     (   690,636)
                                ---------         -------        ---------

Balance, Dec. 31, 2002         $2,322,584       ($ 43,633)      $2,278,951
   Net income                   1,668,506         108,749        1,777,255
   Cash distributions         ( 1,458,000)      (  95,087)     ( 1,553,087)
                                ---------         -------        ---------

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

Balance, Dec. 31, 2004         $2,995,093       ($ 13,891)      $2,981,202
                                =========         =======        =========


                    The accompanying notes are an integral
                      part of these financial statements




                                      F-9
<PAGE>



                           GEODYNE INSTITUTIONAL/PENSION ENERGY
                              INCOME LIMITED PARTNERSHIP P-8
                                 Statements of Cash Flows
                   For the Years Ended December 31, 2004, 2003, and 2002

                                         2004            2003           2002
                                     ------------    ------------   ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                         $1,719,771      $1,777,255     $1,050,296
   Adjustments to reconcile
      net income to net cash
      provided by operating
      activities:
      Cumulative effect of change
         in accounting for asset
         retirement obligations
         (Note 1)                           -        (     4,862)          -
      Depletion of Net
         Profits Interests               136,275         186,708        161,400
      Gain on sale of Net
         Profits Interests                  -        (   555,967)          -
      Net change in accounts
         receivable (accounts
         payable) - Net Profits      (   206,993)         31,639    (    42,650)
                                       ---------       ---------      ---------
   Net cash provided by
      operating activities            $1,649,053      $1,434,773     $1,169,046
                                       ---------       ---------      ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures              ($  337,245)    ($  420,686)   ($  147,528)
   Proceeds from sale of
      Net Profits Interests                 -            602,905           -
                                       ---------       ---------      ---------
   Net cash provided (used) by
      investing activities           ($  337,245)     $  182,219    ($  147,528)
                                       ---------       ---------      ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                ($1,241,688)    ($1,553,087)   ($  690,636)
                                       ---------       ---------      ---------
   Net cash used by
      financing activities           ($1,241,688)    ($1,553,087)   ($  690,636)
                                       ---------       ---------      ---------
NET INCREASE IN CASH
    AND CASH EQUIVALENTS              $   70,120      $   63,905     $  330,882

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                   675,203         611,298        280,416
                                       ---------       ---------      ---------

CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                      $  745,323      $  675,203     $  611,298
                                       =========       =========      =========

                     The accompanying notes are an integral
                       part of these financial statements



                                      F-10
<PAGE>



                         GEODYNE INSTITUTIONAL/PENSION
                 ENERGY INCOME PROGRAM II LIMITED PARTNERSHIPS
                       Notes to the Financial Statements
             For the Years Ended December 31, 2004, 2003, and 2002


1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Organization and Nature of Operations

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

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

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



                                      F-11
<PAGE>



However,  the General Partner may extend the term of each  Partnership for up to
five  periods of two years each.  The General  Partner has extended the terms of
the Partnerships for their second extension  thereby extending their termination
date to December 31, 2005.  The General  Partner has not  determined  whether it
will further extend the term of either Partnership.

      An  affiliate  of the  General  Partner  owned  40,376  (21.4%) and 33,970
(29.2%) of the P-7 and P-8 Partnerships'  Units,  respectively,  at December 31,
2004.

      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 obtaining  transportation  services  provided by pipelines.  The
Partnerships'  oil is sold at or near the  Partnerships'  wells under short-term
purchase  contracts at  prevailing  arrangements  which are customary in the oil
industry.  The prices received for the  Partnerships' oil and gas are subject to
influences such as global consumption and supply trends.


      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.

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


      Cash and Cash Equivalents

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


      Credit Risk

      Accrued  oil  and gas  sales,  which  are  included  in the  Partnerships'
accounts receivable  (accounts payable) - Net Profits, are due from a variety of
oil and gas purchasers and, therefore,  indirectly subject the Partnerships to a
concentration



                                      F-13
<PAGE>



of  credit  risk.  Some of  these  purchasers  are  discussed  in Note 3 - Major
Customers.


      Net Profits Interests

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

      Depletion  of the  cost  of  Net  Profits  Interests  is  computed  on the
units-of-production  method.  The Partnerships'  calculation of depletion of its
Net Profits Interests  includes  estimated  dismantlement and abandonment costs,
net of estimated  salvage values  related to the underlying  properties in which
the Partnership has a Net Profits Interest.  The depletion rates,  which include
accretion  of the asset  retirement  obligation,  per  equivalent  barrel of oil
produced  during the years  ended  December  31,  2004,  2003,  and 2002 were as
follows:

            Partnership         2004      2003        2002
            -----------         -----     -----       -----

                P-7             $1.66     $2.20       $1.72
                P-8              1.51      2.01        1.54

      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.  No
impairment  provisions were recorded by the Partnerships  during the three years
ended December 31, 2004.


      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



                                      F-14
<PAGE>



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

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

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


      General and Administrative Overhead

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


      Use of Estimates in Financial Statements

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



                                      F-15
<PAGE>



      Income Taxes

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


      Asset Retirement Obligation

      In  July  2001,  the  FASB  issued  FAS No.  143,  "Accounting  for  Asset
Retirement  Obligations",  which is effective for fiscal years  beginning  after
June 15, 2002 (January 1, 2003 for the  Partnerships).  FAS No. 143 requires the
fair value of a liability for an asset retirement obligation to be recognized in
the period in which it is incurred if a reasonable estimate of fair value can be
made, and that the associated  asset  retirement costs be capitalized as part of
the carrying amount of the long-lived  asset.  The Partnerships own interests in
oil and gas properties which require  expenditures to plug and abandon the wells
when reserves in the wells are depleted.  On January 1, 2003,  the  Partnerships
adopted  FAS No. 143 and  recorded an  increase  in Net  Profits  Interests,  an
increase  in net income for the  cumulative  effect of the change in  accounting
principle,   and  an  asset   retirement   obligation   (included   in  accounts
receivable-Net  Profits),  resulting in a decrease of accounts  receivable - Net
Profits, in the following approximate amounts for each Partnership:

                                    Increase in
                                    Net Income for
                  Increase in       the Change in          Asset
                  Net Profits       Accounting           Retirement
Partnership        Interests        Principle            Obligation
-----------       ------------    --------------          ----------

   P-7              $311,000         $  400                $311,000
   P-8               234,000          5,000                 229,000


      The asset retirement  obligation is adjusted upwards each quarter in order
to recognize  accretion of the time related discount factor.  For the year ended
December 31, 2004, the P-7 and P-8 Partnerships recognized approximately $16,000
and $10,000, respectively, of an increase in depletion of Net Profits Interests,
which  was  comprised  of  accretion  of the  asset  retirement  obligation  and
depletion of the increase in Net Profits Interests.

      The components of the change in asset retirement obligations for the years
ended December 31, 2004 and 2003 are as shown below.



                                      F-16
<PAGE>




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

                                             2004              2003
                                          ----------        ----------

Total Asset Retirement
   Obligation, January 1                   $317,713          $311,238
Additions and revisions                   (   5,538)             -
Settlements and disposals                      -            (  13,514)
Accretion expense                            14,732            19,989
                                            -------           -------
Total Asset Retirement
   Obligation, December 31                 $326,907          $317,713
                                            =======           =======


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

                                             2004              2003
                                          ----------        ----------

Total Asset Retirement
   Obligation, January 1                   $234,524          $228,506
Additions and revisions                   (   5,496)             -
Settlements and disposals                      -            (  10,203)
Accretion expense                            10,958            16,221
                                            -------           -------
Total Asset Retirement
   Obligation, December 31                 $239,986          $234,524
                                            =======           =======


      Had FAS No.  143 been  adopted  at January 1, 2002 the amount of the asset
retirement  obligation at that date and at December 31, 2002 would not have been
materially  different  from the amount  recorded  at  January  1, 2003.  If this
accounting  policy had been in effect on January 1, 2002,  the pro forma  impact
for the P-7 and P-8  Partnerships  during the year ended December 31, 2002 would
have been an increase in  Depletion of Net Profits  Interests  of  approximately
$26,000 and $18,000, respectively.


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



                                      F-17
<PAGE>



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, 2004,  2003, and
2002:

            Partnership         2004           2003           2002
            -----------       --------       --------       --------

                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.


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,
2004, 2003, and 2002:


   Partnership              Purchaser                     Percentage
   -----------       ----------------------          ---------------------
                                                     2004     2003      2002
                                                     -----    -----     -----
       P-7           Occidental Energy
                      Marketing, Inc.
                      ("Occidental")                 24.0%      -         -
                     Hunt Oil Company ("Hunt")       18.3%    15.9%     16.3%
                     ExxonMobil Oil
                      Corporation ("Exxon")          11.3%    33.1%     34.4%
                     Duke Energy Field
                      Services, Inc. ("Duke")          -      10.2%       -
                     Scurlock Permian Corp.            -      10.0%     12.4%


       P-8           Occidental                      22.8%      -         -
                     Hunt                            16.2%    13.8%     14.1%
                     Exxon                           11.5%    31.3%     32.6%
                     Duke                              -      10.6%       -

      In the  event  of  interruption  of  purchases  by one or  more  of  these
significant customers or the cessation or material change



                                      F-18
<PAGE>



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.


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, 2004 and 2003 were as follows:


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

                                                2004              2003
                                            -------------     -------------

Net Profits Interests in proved
   oil and gas properties                    $16,147,582       $15,460,653

Accumulated depletion and
   valuation allowance                      ( 12,420,555)     ( 12,194,611)
                                              ----------        ----------
   Net Profits Interests, net                $ 3,727,027       $ 3,266,042
                                              ==========        ==========


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

                                                2004              2003
                                            -------------     -------------

Net Profits Interests in proved
   oil and gas properties                    $ 9,616,334       $ 9,195,977

Accumulated depletion and
   valuation allowance                      (  7,370,642)     (  7,239,747)
                                              ----------        ----------

   Net Profits Interests, net                $ 2,245,692       $ 1,956,230
                                              ==========        ==========




                                      F-19
<PAGE>



      Costs Incurred

      The  following  table  sets  forth the  development  costs  related to the
Working  Interests which are burdened by the Partnerships' Net Profits Interests
during  the  years  ended  December  31,  2004,  2003,  and  2002.  Since  these
development   costs  were  charged  against  the  Net  Profits  payable  to  the
Partnerships,  such development costs were indirectly borne by the Partnerships.
No acquisition or exploration costs were incurred during the same periods.

  Partnership                        2004           2003(1)        2002
  ------------                     --------       --------       --------

        P-7                        $686,894       $691,049       $241,187
        P-8                         420,275        420,686        147,528

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

  (1) Excludes  the  estimated  asset  retirement  costs  for  the  P-7  and P-8
      Partnerships  of  approximately   $246,000  and  $174,000,   respectively,
      recorded as part of the FAS No. 143 implementation.


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



                                      F-20
<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, 2001                 987,135         4,013,307            581,477          2,812,267
   Production                                   (   89,957)       (  377,169)          ( 54,657)        (  300,937)
   Extensions and discoveries                       25,945           186,465             12,058            105,899
   Revisions of previous
      estimates                                     24,102           596,527             17,780            430,247
                                                 ---------         ---------            -------          ---------
Proved reserves, December 31, 2002                 947,225         4,419,130            556,658          3,047,476
   Production                                   (   82,711)       (  338,742)          ( 49,766)        (  257,786)
   Sales of minerals in place                   (   19,374)       (  240,703)          ( 13,548)        (  332,085)
   Extensions and discoveries                      107,476           124,665             64,413             71,616
   Revisions of previous
      estimates                                    128,096           576,508             77,602            387,756
                                                 ---------         ---------            -------          ---------
Proved reserves, December 31, 2003               1,080,712         4,540,858            635,359          2,916,977
   Production                                   (   74,393)       (  405,100)          ( 45,339)        (  270,536)
   Extensions and discoveries                      225,680           315,285            137,225            173,999
   Revisions of previous
      estimates                                    288,140         1,029,036            170,474            705,453
                                                 ---------         ---------            -------          ---------
Proved reserves, December 31, 2004               1,520,139         5,480,079            897,719          3,525,893
                                                 =========         =========            =======          =========
PROVED DEVELOPED RESERVES:
   December 31, 2002                               947,225         4,419,130            556,636          3,047,267
                                                 =========         =========            =======          =========
   December 31, 2003                             1,080,712         4,540,858            635,337          2,916,770
                                                 =========         =========            =======          =========
   December 31, 2004                             1,520,139         5,480,079            897,699          3,525,689
                                                 =========         =========            =======          =========


</TABLE>




                                      F-21
<PAGE>


5. QUARTERLY FINANCIAL DATA (Unaudited)

      Summarized  unaudited  quarterly  financial  data for 2004 and 2003 are as
follows:

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

                                                2004
                         ------------------------------------------------
                           First     Second         Third       Fourth
                          Quarter    Quarter       Quarter      Quarter
                          --------   --------      --------     --------

Total Revenues           $554,506    $892,202      $951,443     $682,689
Gross Profit (1)          488,792     820,405       903,818      632,722
Net Income                430,539     752,757       851,318      581,325
Limited Partners'
   Net Income
   Per Unit                  2.15        3.56          4.04         2.75



                                               2003
                          -----------------------------------------------
                           First     Second         Third       Fourth
                          Quarter    Quarter       Quarter      Quarter
                          --------   --------      --------     --------

Total Revenues           $777,219    $545,573      $960,108     $375,081
Gross Profit (1)          702,805     475,237       880,077      293,931
Net Income                640,872     415,359       823,757      241,922
Limited Partners'
   Net Income
   Per Unit                  3.21        2.08          4.13         1.20

-------------------------
(1) Total revenues less depletion of Net Profits Interests.




                                      F-22
<PAGE>





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


                                                 2004
                        ------------------------------------------------
                          First        Second        Third       Fourth
                         Quarter       Quarter      Quarter      Quarter
                        --------      ---------     --------    --------

Total Revenues           $373,067      $572,467     $591,261     $469,138
Gross Profit (1)          334,378       530,776      563,946      440,558
Net Income                296,624       483,348      531,259      408,540
Limited Partners'
   Net Income
   Per Unit                  2.27          3.71         4.10         3.14


                                               2003
                        ------------------------------------------------
                          First        Second       Third        Fourth
                         Quarter       Quarter      Quarter      Quarter
                        --------      ---------     --------     --------

Total Revenues          $542,335       $387,427     $888,666     $290,264
Gross Profit (1)         498,633        345,101      840,528      237,722
Net Income               461,331        304,905      805,615      205,404
Limited Partners'
   Net Income
   Per Unit                 3.76           2.48         6.57         1.55



----------------------
(1) Total revenues less depletion of Net Profits Interests.




                                      F-23
<PAGE>




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


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

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

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

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

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

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

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



                                      F-24
<PAGE>



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

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

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

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

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

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

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



                                      F-25
<PAGE>



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

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

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

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

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

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

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

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

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



                                      F-26
<PAGE>



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

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

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

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

      All other Exhibits are omitted as inapplicable.

      ----------

      *Filed herewith.




                                      F-27