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

For the fiscal year ended December 31, 2001

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.






                                      -1-
<PAGE>




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

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

      DOCUMENTS INCORPORATED BY REFERENCE: None




                                      -2-
<PAGE>




                                 FORM 10-K405
                               TABLE OF CONTENTS


PART I.......................................................................4
      ITEM 1.     BUSINESS...................................................4
      ITEM 2.     PROPERTIES.................................................9
      ITEM 3.     LEGAL PROCEEDINGS.........................................14
      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........................................ 29
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............29
      ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.......................29

PART III....................................................................29
      ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER...29
      ITEM 11.    EXECUTIVE COMPENSATION....................................30
      ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT................................................34
      ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............35

PART IV.....................................................................36
      ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
                  ON FORM 8-K...............................................36

SIGNATURES..................................................................39





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<PAGE>




                                    PART I.

ITEM 1.     BUSINESS

      General

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

      The  General  Partner  currently  serves as general  partner of 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,  2001  Samson  owned   interests  in
approximately 14,000 oil and gas wells located in 19 states of the United States
and the countries of Canada, Venezuela, and Russia. At December 31, 2001, Samson
operated  approximately  3,000  oil and gas  wells  located  in 14 states of the
United States, as well as Canada, Venezuela, and Russia.

      The  Partnerships  are  currently  engaged in the  business  of owning net
profits  and  royalty  interests  in  oil  and  gas  properties  located  in the
continental  United States.  Most of the net profits  interests  acquired by the
Partnerships have been carved out of working interests in oil and gas properties
("Working  Interests")  which were acquired by affiliated oil and gas investment
programs or other affiliates (the "Affiliated Programs").  Net profits interests
entitle the  Partnerships  to a share of net revenues from producing  properties
measured by a specific percentage of the net profits realized by such Affiliated
Programs 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-K405
("Annual Report")



                                      -4-
<PAGE>



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

      In order to  prudently  manage the  properties  which are  burdened by the
Partnerships'  Net  Profits  Interests,  it  may  be  appropriate  for  drilling
operations  to  be  conducted  on  such  properties.   Since  the  Partnerships'
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,  2002,  Samson  employed  approximately  1,000  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  first  two-year  extension
thereby extending their termination date to February 28, 2004.


      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.


      Competition and Marketing

      The Partnerships' revenues, net income or loss, cash flows, carrying value
of oil and gas  properties,  and amount of oil and gas which can be economically
produced depend  substantially  upon the prevailing  prices for oil and gas. Oil
and gas prices (and  consequently the Partnerships'  profitability)  depend on a
number of  factors  which are  beyond the  control  of the  Partnerships.  These
factors  include  worldwide  political   instability  and  terrorist  activities
(especially in  oil-producing  regions),  United Nations export  embargoes,  the
supply  and price of  foreign  imports  of oil and gas,  the  level of  consumer
product demand (which can be heavily influenced by weather patterns),  the level
of domestic oil and gas production,  government regulations and taxes, the price
and availability of alternative fuels, the overall economic environment, and the
availability  and capacity of  transportation  and  processing  facilities.  The
effect  of these  factors  on  future  oil and gas  industry  trends  cannot  be
accurately  predicted  or  anticipated.  In  addition,  the domestic oil and gas
industry is highly competitive, with a large number of companies and individuals
engaged in the exploration and development of oil and gas properties. Predicting
future prices is not possible. Concerning past trends, oil and gas prices in the
United States have been highly volatile for many years.

      Over the past ten years average yearly  wellhead gas prices have generally
been in the $1.50 to $2.50 per Mcf  range.  Due to  unusual  supply  and  demand
circumstances  gas  prices in late 2000 and early  2001 rose to a level not seen
since the early 1980s.  Recent economic trends and the supply/demand  ratio have
caused  natural gas prices to decline  significantly.  Substantially  all of the
Partnerships'  gas reserves are being sold on the "spot  market."  Prices on the
spot market are subject to wide seasonal and regional  pricing  fluctuations due
to the highly  competitive  nature of the spot market.  In  addition,  such spot
market  sales are  generally  short-term  in nature and are  dependent  upon the
obtaining of transportation services provided by pipelines.  Spot prices for the
Partnerships'  gas decreased  from  approximately  $6.03 per Mcf at December 31,
2000 to approximately $2.65 per Mcf at December 31, 2001. Such prices were on an
MMBTU basis and differ from the prices actually received by the Partnerships due
to transportation  and marketing costs, BTU adjustments,  and regional price and
quality differences.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel range, but have been



                                      -6-
<PAGE>



extremely  volatile  over the past three years.  Due to global  consumption  and
supply trends as well as a slowdown in Asian energy  demand,  oil prices in late
1997 and early 1998  reached  historically  low  levels,  dropping  to as low as
approximately  $9.25 per barrel.  The  current  oil price range  between the mid
teens  and  low  twenties  is  somewhat  dependent  on  production   curtailment
agreements among major oil producing  nations.  Prices for the Partnerships' oil
decreased  from  approximately  $27.52  per  barrel  at  December  31,  2000  to
approximately $16.75 per barrel at December 31, 2001.

      Future  prices  for both oil and gas will  likely  be  different  from the
prices in effect on December 31, 2001. Due to the many factors and uncertainties
discussed  above, it is impossible to accurately  predict whether future oil and
gas prices will (i) stabilize, (ii) increase, or (iii) decrease.


      Significant Customers

      The following  customers  accounted for ten percent or more of the oil and
gas revenues  attributable to the Partnerships' Net Profits Interests during the
year ended December 31, 2001:

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

          P-7           National Cooperative
                          Refinery Association
                          ("NCRA")                           26.6%
                        Hunt Oil Company                     14.3%
                        Scurlock Permian Corp.               11.2%
                        Duke Energy Field
                          Services, Inc. ("Duke")            11.0%

          P-8           NCRA                                 23.7%
                        El Paso Energy
                         Marketing Company                   14.3%
                        Duke                                 12.0%
                        Hunt Oil Company                     11.9%

      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



                                      -7-
<PAGE>



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  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.




                                      -8-
<PAGE>



      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.


ITEM 2.     PROPERTIES

      Well Statistics

      The following table sets forth the number of productive wells in which the
Partnerships had a Net Profits Interest as of December 31, 2001.

                                      Number of Wells(1)
                                ---------------------------
                  P/ship        Total        Oil        Gas
                  ------        -----       -----       ---
                    P-7         1024         735        289
                    P-8         1164         829        335

-----------
(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

      The  Partnerships  did not participate in any drilling  activities  during
2001.


      Oil and Gas Production, Revenue, and Price History

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



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<PAGE>



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

                                            Year ended December 31,
                                 -------------------------------------------
                                    2001             2000            1999
                                 ----------       ----------      ----------
   Production:
      Oil (Bbls)                     80,436           91,382         100,309
      Gas (Mcf)                     361,056          441,284         490,044
   Oil and gas sales(1):
      Oil                        $1,937,648       $2,637,937      $1,649,200
      Gas                         1,524,638        1,491,160         958,363
                                  ---------        ---------       ---------
        Total                    $3,462,286       $4,129,097      $2,607,563
                                  =========        =========       =========
   Average sales price:
      Per barrel of oil              $24.09           $28.87          $16.44
      Per Mcf of gas                   4.22             3.38            1.96

-------------------
(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 $1,419,651,  $1,203,317,  and $1,185,636,  respectively,  of production
      expenses incurred by the Affiliated Programs.




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<PAGE>




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

                                           Year ended December 31,
                                 -------------------------------------------
                                    2001             2000            1999
                                 ----------       ----------      ----------
   Production:
      Oil (Bbls)                     49,321           54,441          59,557
      Gas (Mcf)                     304,980          329,468         367,289
   Oil and gas sales(1):
      Oil                        $1,182,827       $1,570,223      $  978,274
      Gas                         1,223,550        1,131,966         706,555
                                  ---------        ---------       ---------
        Total                    $2,406,377       $2,702,189      $1,684,829
                                  =========        =========       =========
   Average sales price:
      Per barrel of oil              $23.98           $28.84          $16.43
      Per Mcf of gas                   4.01             3.44            1.92

-------------------
(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 $927,867, $761,352, and $684,172,  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, 2001 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 was calculated on the
basis of current costs and prices at



                                      -11-
<PAGE>



December  31,  2001.   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,  2001  were  substantially  lower  than the very  high  prices  in effect on
December 31, 2000.  This decrease 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,  2001 to be  significantly  lower  than  such
estimates and values at December 31, 2000.  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, 2001. There can be no assurance that the prices used in calculating
the net present value of the Partnerships'  proved reserves at December 31, 2001
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.


                              Proved Reserves and
                               Net Present Values
                             From Proved Reserves
                          As of December 31, 2001(1)

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

   Estimated proved reserves:
      Gas (Mcf)                                                  4,013,307
      Oil and liquids (Bbls)                                       987,135

   Net present value (discounted at 10% per annum)              $6,076,323




                                      -12-
<PAGE>




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

   Estimated proved reserves:
      Gas (Mcf)                                                  2,812,267
      Oil and liquids (Bbls)                                       581,477

   Net present value (discounted at 10% per annum)              $4,102,966

----------

(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, 2001,  affiliates of the Partnerships  operated 20 (2%)
and 25 (2%), respectively, of the P-7 and P-8 Partnership's 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.

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




                                      -13-
<PAGE>




                   Significant Properties as of December 31, 2001
                   ----------------------------------------------

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

P-7 P/ship:
  Permian         899       5      1%   926,123    2,060,837  $ 4,410,282
  Anadarko         24      14     58%    23,629    1,541,063    1,190,515


P-8 P/ship:
  Permian       1,295       5      -    545,965    1,300,460  $ 2,632,346
  Anadarko         32      17     53%    12,571    1,052,593      883,080
  Mid-Gulf          8       -      -      2,451      418,049      486,095
    Coast
------------------
(1) Percent of the Partnership's  total wells in the basin which are operated by
    affiliates of the Partnerships.


      Title to Oil and Gas Properties

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

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




                                      -14-
<PAGE>




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

      There were no  matters  submitted  to a vote of the  Limited  Partners  of
either Partnership during 2001.


                                    PART II.

ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS

      As  of  February  1,  2002,  the  number  of  Units  outstanding  and  the
approximate  number of Limited  Partners of record in the  Partnerships  were as
follows:

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

                P-7            188,702             1,079
                P-8            116,168               952

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

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




                                      -15-
<PAGE>




                            Repurchase Offer Prices
                            -----------------------
                    2000                            2001               2002
           --------------------------    --------------------------    -----
           1st    2nd     3rd    4th     1st    2nd     3rd    4th      1st
P/ship     Qtr.   Qtr.    Qtr.   Qtr.    Qtr.   Qtr.    Qtr.   Qtr.     Qtr.
------     ----   ----    ----   ----    ----   ----    ----   ----     ----

 P-7       $18    $16     $25    $21     $17    $14     $30    $29      $28
 P-8        20     17      27     23      19     15      31     30       29


      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
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 2000 and 2001 and the first quarter of 2002:



                                      -16-
<PAGE>




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

                                  2000
                 ------------------------------------------
                  1st          2nd          3rd       4th
   P/ship         Qtr.         Qtr.         Qtr.      Qtr.(1)
   ------        ------       ------       ------    ------
    P-7          $1.87        $2.09        $2.91     $4.64
    P-8           2.04         2.22         3.01      4.55


                                  2001                               2002
                 ------------------------------------------          -----
                  1st          2nd          3rd       4th             1st
   P/ship         Qtr.         Qtr.         Qtr.      Qtr.            Qtr
   ------        ------       ------       ------    ------          -----
    P-7          $3.34        $2.94        $3.38     $ .52           $1.39
    P-8           3.81         3.56         4.02      1.04            1.60

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


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

                                   2001            2000             1999              1998             1997
                                ------------    ------------     ------------      ------------    ------------
   <S>                          <C>             <C>              <C>               <C>             <C>
   Net Profits                  $2,042,635      $2,925,780       $1,421,927        $1,447,786      $2,071,410

   Net Income (Loss):
      Limited Partners           1,478,593       2,725,533          872,450       ( 1,629,959)    (   291,307)
      General Partner               88,256         154,148           57,235            38,966          79,104
      Total                      1,566,849       2,879,681          929,685       ( 1,590,993)    (   212,203)

   Limited Partners' Net
      Income (Loss) per Unit          7.84           14.44             4.62       (      8.64)    (      1.54)

   Limited Partners' Cash
      Distributions per Unit         10.18           11.51             4.02              6.26           12.24

   Total Assets                  3,112,532       3,571,495        3,003,229         2,877,677       5,707,521

   Partners' Capital (Deficit)
      Limited Partners           3,235,682       3,676,089        3,122,556         3,007,106       5,820,065
      General Partner          (   123,150)    (   104,594)     (   119,327)      (   129,429)    (   119,241)

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

                                   2001            2000             1999              1998             1997
                                ------------    ------------     ------------      ------------     ------------
   <S>                          <C>             <C>              <C>               <C>             <C>
   Net Profits                   $1,478,510        $1,940,837       $1,000,657       $  831,611     $1,552,581

   Net Income (Loss):
      Limited Partners            1,117,968         1,776,728          665,123      (   698,000)        23,531
      General Partner                65,041            99,956           41,556           25,063         62,184
      Total                       1,183,009         1,876,684          706,679      (   672,937)        85,715

   Limited Partners' Net
      Income (Loss) per Unit           9.62             15.29             5.73      (      6.01)           .20

   Limited Partners' Cash
      Distributions per Unit          12.43             11.82             4.35             7.01          13.37

   Total Assets                   1,919,291         2,258,820        1,845,358        1,675,436      3,195,524

   Partners' Capital (Deficit)
      Limited Partners            1,976,107         2,303,139        1,900,411        1,740,288      3,252,288
      General Partner           (    56,816)      (    44,319)     (    55,053)     (    64,852)   (    56,764)

   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  Partnerships'  revenues,
net income or loss, cash flows,  carrying value of oil and gas  properties,  and
amount of oil and gas which can be economically  produced  depend  substantially
upon the prevailing prices for oil and gas. Oil and gas prices (and consequently
the Partnerships'  profitability) depend on a number of factors which are beyond
the control of the  Partnerships.  These  factors  include  worldwide  political
instability  and terrorist  activities  (especially in  oil-producing  regions),
United Nations export embargoes,  the supply and price of foreign imports of oil
and gas, the level of consumer  product demand (which can be heavily  influenced
by weather patterns),  the level of domestic oil and gas production,  government
regulations  and taxes,  the price and  availability of alternative  fuels,  the
overall economic environment, and the availability and capacity




                                      -20-
<PAGE>




of  transportation  and  processing  facilities.  The effect of these factors on
future  oil  and  gas  industry   trends  cannot  be  accurately   predicted  or
anticipated.   In  addition,  the  domestic  oil  and  gas  industry  is  highly
competitive,  with a large number of companies  and  individuals  engaged in the
exploration and development of oil and gas properties.  Predicting future prices
is not possible. Concerning past trends, oil and gas prices in the United States
have been highly volatile for many years.

      Over the past ten years average yearly  wellhead gas prices have generally
been in the $1.50 to $2.50 per Mcf  range.  Due to  unusual  supply  and  demand
circumstances  gas  prices in late 2000 and early  2001 rose to a level not seen
since the early 1980s.  Recent economic trends and the supply/demand  ratio have
caused  natural gas prices to decline  significantly.  Substantially  all of the
Partnerships'  gas reserves are being sold on the "spot  market."  Prices on the
spot market are subject to wide seasonal and regional  pricing  fluctuations due
to the highly  competitive  nature of the spot market.  In  addition,  such spot
market  sales are  generally  short-term  in nature and are  dependent  upon the
obtaining of transportation services provided by pipelines.  Spot prices for the
Partnerships'  gas decreased  from  approximately  $6.03 per Mcf at December 31,
2000 to approximately $2.65 per Mcf at December 31, 2001. Such prices were on an
MMBTU basis and differ from the prices actually received by the Partnerships due
to transportation  and marketing costs, BTU adjustments,  and regional price and
quality differences.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel  range,  but have been  extremely  volatile over the
past three  years.  Due to global  consumption  and  supply  trends as well as a
slowdown in Asian energy demand,  oil prices in late 1997 and early 1998 reached
historically low levels,  dropping to as low as approximately  $9.25 per barrel.
The current oil price range  between the mid teens and low  twenties is somewhat
dependent  on  production  curtailment  agreements  among  major  oil  producing
nations.  Prices for the Partnerships' oil decreased from  approximately  $27.52
per barrel at December 31, 2000 to  approximately  $16.75 per barrel at December
31, 2001.

      Future  prices  for both oil and gas will  likely  be  different  from the
prices in effect on December 31, 2001. Due to the many factors and uncertainties
discussed  above, it is impossible to accurately  predict whether future oil and
gas prices will (i) stabilize, (ii) increase, or (iii) decrease.

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




                                      -21-
<PAGE>




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

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


      Results of Operations

      An  analysis  of the  change  in net oil and gas  operations  (oil and gas
sales, less lease operating  expenses and production taxes), is presented in the
tables following "Results of Operations" under the heading "Average Proceeds and
Units of Production." Following is a discussion of each Partnership's results of
operations  for the year ended  December  31, 2001 as compared to the year ended
December  31, 2000 and for the year ended  December  31, 2000 as compared to the
year ended December 31, 1999.

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

                     Year Ended December 31, 2001 Compared
                        to Year Ended December 31, 2000
                     -------------------------------------

      Total Net Profits decreased  $883,145 (30.2%) in 2001 as compared to 2000.
Of this decrease,  approximately (i) $316,000 and $271,000,  respectively,  were
related to decreases in volumes




                                      -22-
<PAGE>




of oil and gas sold,  (ii)  $384,000  was  related to a decrease  in the average
price of oil sold,  and (iii)  $216,000 was related to an increase in production
expenses.  These decreases were partially offset by an increase of approximately
$304,000 related to an increase in the average price of gas sold. Volumes of oil
and gas sold decreased 10,946 barrels and 80,228 Mcf,  respectively,  in 2001 as
compared to 2000.  The decrease in volumes of oil sold was  primarily due to (i)
the sale of several  wells during 2000 and (ii) normal  declines in  production.
The  decrease  in volumes of gas sold was  primarily  due to normal  declines in
production,  which decrease was partially offset by increased  production on one
significant  well due to the successful  recompletion  of that well during 2001.
The increase in  production  expenses  was  primarily  due to workover  expenses
incurred on several wells during 2001. This increase was partially offset by (i)
a decrease in lease operating expenses  associated with the decreases in volumes
of oil and gas sold and (ii) the sale of several wells during 2000.  Average oil
prices  decreased  to $24.09 per barrel in 2001 from  $28.87 per barrel in 2000.
Average  gas  prices  increased  to $4.22 per Mcf in 2001 from  $3.38 per Mcf in
2000.

      As  discussed  in  "Liquidity  and  Capital   Resources"  below,  the  P-7
Partnership  sold  certain Net Profits  Interests  during 2001 and  recognized a
$1,327 gain on such sales.  Sales of Net Profits  Interests during 2000 resulted
in the P-7 Partnership recognizing similar gains totaling $440,131.

      Depletion of Net Profits  Interests  decreased  $21,384  (7.3%) in 2001 as
compared to 2000.  As a  percentage  of Net Profits,  this expense  increased to
13.2% in 2001 from 10.0% in 2000. This percentage  increase was primarily due to
the decrease in the average price of oil sold.

      General and administrative  expenses remained  relatively constant in 2001
as compared to 2000. As a percentage of Net Profits, these expenses increased to
11.0% in 2001 from 7.7% in 2000. This  percentage  increase was primarily due to
the decrease in Net Profits.

      Cumulative cash distributions to the Limited Partners through December 31,
2001 were $15,693,916 or 83.17% of the Limited Partners' capital contributions.


                     Year Ended December 31, 2000 Compared
                        to Year Ended December 31, 1999
                     -------------------------------------

      Total Net  Profits  increased  $1,503,853  (105.8%) in 2000 as compared to
1999. Of this increase,  approximately  $1,136,000  and $628,000,  respectively,
were related to increases in the average prices of oil and gas sold.  Volumes of
oil and gas sold decreased 8,927 barrels and 48,760 Mcf,  respectively,  in 2000
as




                                      -23-
<PAGE>




compared  to 1999.  The  decrease  in volumes of gas sold was  primarily  due to
normal  declines in production.  Average oil and gas prices  increased to $28.87
per barrel and $3.38 per Mcf,  respectively,  in 2000 from $16.44 per barrel and
$1.96 per Mcf, respectively, in 1999.

      As  discussed  in  "Liquidity  and  Capital   Resources"  below,  the  P-7
Partnership  sold  certain Net Profits  Interests  during 2000 and  recognized a
$440,131 gain on such sales. Sales of Net Profits Interests during 1999 resulted
in the P-7 Partnership recognizing similar gains totaling $1,263.

      Depletion of Net Profits  Interests  increased  $13,110  (4.7%) in 2000 as
compared to 1999.  This  increase was primarily due to an increase in depletable
Net Profits Interests primarily due to developmental  drilling during 2000. This
increase  was  partially  offset by (i) the  decreases in volumes of oil and gas
sold and  (ii)  upward  revisions  in the  estimates  of  remaining  oil and gas
reserves at December 31,  2000.  As a  percentage  of Net Profits,  this expense
decreased  to 10.0% in 2000 from 19.6% in 1999.  This  percentage  decrease  was
primarily due to the increases in the average prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant in 2000
as compared to 1999. As a percentage of Net Profits, these expenses decreased to
7.7% in 2000 from 15.7% in 1999. This  percentage  decrease was primarily due to
the increase in Net Profits.


                                P-8 Partnership
                                ---------------
                     Year Ended December 31, 2001 Compared
                        to Year Ended December 31, 2000
                     -------------------------------------

      Total Net Profits decreased  $462,327 (23.8%) in 2001 as compared to 2000.
Of this  decrease,  approximately  (i) $240,000 was related to a decrease in the
average price of oil sold, (ii) $147,000 and $84,000, respectively, were related
to decreases in volumes of oil and gas sold,  and (iii)  $167,000 was related to
an increase in production expenses.  These decreases were partially offset by an
increase of  approximately  $176,000 related to an increase in the average price
of gas sold. Volumes of oil and gas sold decreased 5,120 barrels and 24,488 Mcf,
respectively,  in 2001 as compared to 2000. The increase in production  expenses
was  primarily due to workover  expenses  incurred on several wells during 2001.
This increase was partially offset by (i) a decrease in lease operating expenses
associated  with the  decreases in volumes of oil and gas sold and (ii) the sale
of several wells during 2000.  Average oil prices decreased to $23.98 per barrel
in 2001 from $28.84 per barrel in 2000.  Average gas prices  increased  to $4.01
per Mcf in 2001 from $3.44 per Mcf in 2000.




                                      -24-
<PAGE>




      As  discussed  in  "Liquidity  and  Capital   Resources"  below,  the  P-8
Partnership sold certain Net Profits Interests during 2001 and recognized a $698
gain on such sales.  Sales of Net Profits  Interests during 2000 resulted in the
P-8 Partnership recognizing similar gains totaling $233,352.

      Depletion of Net Profits  Interests  decreased  $14,499  (8.0%) in 2001 as
compared to 2000.  As a  percentage  of Net Profits,  this expense  increased to
11.2% in 2001 from 9.3% in 2000. This  percentage  increase was primarily due to
the decrease in the average price of oil sold.

      General and  administrative  expenses  increased  $6,227 (4.5%) in 2001 as
compared to 2000. As a percentage of Net Profits,  these  expenses  increased to
9.8% in 2001 from 7.2% in 2000.  This  percentage  increase was primarily due to
the decrease in Net Profits.

      Cumulative cash distributions to the Limited Partners through December 31,
2001 were $10,086,583 or 86.83% of the Limited Partners' capital contributions.


                     Year Ended December 31, 2000 Compared
                        to Year Ended December 31, 1999
                     -------------------------------------

      Total Net Profits increased  $940,180 (94.0%) in 2000 as compared to 1999.
Of this  increase,  approximately  $676,000  and  $498,000,  respectively,  were
related to increases in the average  prices of oil and gas sold.  Volumes of oil
and gas sold decreased  5,116 barrels and 37,821 Mcf,  respectively,  in 2000 as
compared to 1999.  The decrease in volumes of gas sold was  primarily due to (i)
normal declines in production and (ii) a negative prior period volume adjustment
made by the purchaser on one significant  well during 2000.  Average oil and gas
prices increased to $28.84 per barrel and $3.44 per Mcf,  respectively,  in 2000
from $16.43 per barrel and $1.92 per Mcf, respectively, in 1999.

      As  discussed  in  "Liquidity  and  Capital   Resources"  below,  the  P-8
Partnership  sold  certain Net Profits  Interests  during 2000 and  recognized a
$233,352 gain on such sales. Sales of Net Profits Interests during 1999 resulted
in the P-8 Partnership recognizing similar gains totaling $678.

      Depletion of Net Profits  Interests  increased  $15,743  (9.6%) in 2000 as
compared to 1999.  This  increase was primarily due to an increase in depletable
Net Profits Interests primarily due to developmental  drilling during 2000. This
increase  was  partially  offset by (i) the  decreases in volumes of oil and gas
sold and  (ii)  upward  revisions  in the  estimates  of  remaining  oil and gas
reserves at December 31, 2000. As a percentage of Net Profits,



                                      -25-
<PAGE>



this  expense  decreased  to 9.3% in 2000 from  16.4% in 1999.  This  percentage
decrease was primarily due to the increases in the average prices of oil and gas
sold.

      General and  administrative  expenses  increased  $1,706 (1.2%) in 2000 as
compared to 1999. As a percentage of Net Profits,  these  expenses  decreased to
7.2% in 2000 from 13.7% in 1999. This  percentage  decrease was primarily due to
the increase in Net Profits.


      Average Proceeds and Units of Production

      The following  tables are  comparisons of the annual  equivalent  units of
production  (one  barrel  of oil or six Mcf of gas)  and  the  average  proceeds
received  per  equivalent   unit  of  production  for  the  oil  and  gas  sales
attributable  to the  Partnerships'  Net  Profits  Interest  for the years ended
December 31, 2001, 2000, and 1999.

                             2001 Compared to 2000
                             ---------------------

                   Equivalent Units                   Average Proceeds
                    of Production                    per Equivalent Unit
              -----------------------------     ----------------------------
P/ship         2001      2000      % Change     2001        2000    % Change
------        -------   -------    --------     -----      ------   --------

 P-7          140,612   164,929      (15%)      $14.53     $17.74    (18%)
 P-8          100,151   109,352      ( 8%)       14.76      17.75    (17%)


                             2000 Compared to 1999
                             ---------------------

                   Equivalent Units                   Average Proceeds
                    of Production                    per Equivalent Unit
              -----------------------------     -------------------------
P/ship         2000      1999      % Change     2000     1999    % Change
------        -------   -------    --------     -----   ------   --------

 P-7          164,929   181,983      ( 9%)     $17.74    $7.81      127%
 P-8          109,352   120,772      ( 9%)      17.75     8.29      114%


      Liquidity and Capital Resources

      Net proceeds  from  operations  less  necessary   operating   capital  are
distributed to the Limited  Partners on a quarterly  basis.  See "Item 5. Market
for Units and Related  Limited  Partner  Matters." The net proceeds from the Net
Profits  Interests  are not  reinvested  in  productive  assets.  Assuming  2001
production levels for future years, the P-7 and P-8 Partnerships' proved



                                      -26-
<PAGE>



reserve   quantities  at  December  31,  2001  would  have  remaining  lives  of
approximately 12.3 and 11.8 years,  respectively,  for oil reserves and 11.1 and
9.2 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.

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

      Occasional  expenditures by the Affiliated  Programs for new wells or well
recompletions or workovers,  however, may reduce or eliminate cash available for
a particular  quarterly cash distribution.  During 2001, 2000, and 1999, capital
expenditures  affecting  the P-7  Partnership's  Net Profits  Interests  totaled
$578,386,  $372,668,  and $147,771,  respectively.  During 2001, 2000, and 1999,
capital  expenditures  affecting  the P-8  Partnership's  Net Profits  Interests
totaled  $354,441,  $227,113,  and  $100,393,  respectively.  These  costs  were
indirectly incurred as a result of (i) drilling  activities  associated with two
large  unitized  properties  and (ii) the  successful  recompletion  of one well
during 1999.

      The Partnerships sold certain Net Profits Interests during 2001, 2000, and
1999.   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 2001,  2000,  and
1999, such proceeds to the P-7 Partnership  were $1,327,  $449,976,  and $1,263,
respectively,  while such proceeds to the P-8 Partnership  were $698,  $238,988,
and $678, respectively.  The General Partner believes that the sale of these Net
Profits  Interests will be beneficial to the  Partnerships  since the properties
sold  generally had a higher ratio of future  operating  expenses as compared to
reserves than the properties not sold.

      There can be no  assurance  as to the amount of the  Partnerships'  future
cash distributions. The Partnerships' ability to make cash distributions depends
primarily upon the level of available  cash flow generated by the  Partnerships'
Net Profits Interests,  which will be affected (either positively or negatively)
by many factors beyond the control of the  Partnerships,  including the price of
and demand for oil and gas and other  market and  economic  conditions.  Even if
prices and costs remain stable,  the amount of cash available for  distributions
will decline over time (as the volume of production  from  producing  properties
declines) since the Partnerships are



                                      -27-
<PAGE>



not replacing  production  through  acquisitions of Net Profits  Interests.  The
Partnerships'  quantity of proved  reserves  has been reduced by the sale of Net
Profits Interests;  therefore, it is possible that the Partnerships' future cash
distributions  will  decline  as a result of a  reduction  of the  Partnerships'
reserve base.

      The  Partnerships  were  scheduled  to  terminate  on February 28, 2002 in
accordance  with the  Partnership  Agreement.  However,  the General Partner may
extend the term of each  partnership  for up to five  periods of two years each.
The General Partner has extended the terms of the  Partnerships  for their first
two-year  extension  thereby  extending their  termination  date to February 28,
2004.


      New Accounting Pronouncements

      Below is a brief  description of Financial  Accounting  Standards  ("FAS")
recently issued by the Financial  Accounting  Standards Board ("FASB") which may
have an impact on the  Partnerships'  future results of operations and financial
position.

      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 will require
the recording of the fair value of liabilities associated with the retirement of
long-lived  assets (mainly plugging and abandonment  costs for the Partnerships'
depleted  wells),  in the period in which the  liabilities  are incurred (at the
time the wells are drilled).  Management  has not yet  determined  the effect of
adopting this statement on the Partnerships'  financial  condition or results of
operations.

      In  August  2001,  the  FASB  issued  FAS  No.  144,  "Accounting  for the
Impairment  or Disposal of  Long-Lived  Assets",  which is effective  for fiscal
years beginning after December 15, 2001 (January 1, 2002 for the  Partnerships).
This  statement  supersedes  FAS  No.  121  "Accounting  for the  Impairment  of
Long-Lived  Assets and for Long-Lived  Assets to be Disposed Of". The provisions
of FAS No. 144, as they relate to the Partnerships,  are essentially the same as
FAS No.  121 and thus  are not  expected  to have a  significant  effect  on the
Partnerships' financial condition or results of operations.


      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



                                      -28-
<PAGE>



economy did not have a material effect on the operations of the  Partnerships in
2001. 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 14
hereof.


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

      None.


                                   PART III.

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER

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


          Name                Age       Position with Geodyne
      ----------------        ---      --------------------------------
      Dennis R. Neill          49      President and Director

      Judy K. Fox              50      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



                                      -29-
<PAGE>



political  science from Oklahoma State  University and a Juris Doctorate  degree
from the University of Texas.  Mr. Neill also serves as Senior Vice President of
Samson  Investment  Company and as President  and Director of Samson  Properties
Incorporated, Samson Hydrocarbons Company, Dyco Petroleum Corporation, Berry Gas
Company, Circle L Drilling Company, Snyder Exploration Company, and Compression,
Inc.

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


      Section 16(a) Beneficial Ownership Reporting Compliance

      To the best knowledge of the Partnerships  and the General Partner,  there
were no officers,  directors,  or ten percent owners who were delinquent  filers
during 2001 of reports required under Section 16 of the Securities  Exchange Act
of 1934.



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 General Partner and its affiliates and charged to each
Partnership  during  2001,  2000,  and 1999,  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.




                                      -30-
<PAGE>



            Partnership         2001           2000           1999
            -----------       --------       --------       --------

                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 2001, 2000, and 1999:



                                      -31-
<PAGE>



<TABLE>
<CAPTION>
                                                  Salary Reimbursements

                                                     P-7 Partnership
                                                     ---------------
                                                                           Long Term Compensation
                                                                    -----------------------------------
                                       Annual Compensation                  Awards              Payouts
                                 ------------------------------      -----------------------    -------
                                                                                    Securi-
                                                         Other                       ties                     All
     Name                                                Annual     Restricted      Under-                   Other
      and                                               Compen-       Stock         lying        LTIP       Compen-
   Principal                     Salary      Bonus      sation       Award(s)      Options/     Payouts     sation
   Position               Year     ($)        ($)         ($)          ($)          SARs(#)       ($)         ($)
---------------           ----   -------    -------     -------     ----------     --------     -------     -------
<S>                       <C>      <C>          <C>         <C>         <C>           <C>         <C>         <C>
Dennis R. Neill,
President(1)(2)           1999       -           -           -           -             -           -          -
                          2000       -           -           -           -             -           -          -
                          2001       -           -           -           -             -           -          -

All Executive
Officers,
Directors,
and Employees
as a group(2)             1999     $121,327      -           -           -             -           -          -
                          2000     $117,890      -           -           -             -           -          -
                          2001     $110,283      -           -           -             -           -          -

----------
(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>

                                      -32-
<PAGE>



<TABLE>
<CAPTION>
                                                  Salary Reimbursements

                                                     P-8 Partnership
                                                     ---------------
                                                                           Long Term Compensation
                                                                    -----------------------------------
                                       Annual Compensation                  Awards              Payouts
                                 ------------------------------      -----------------------    -------
                                                                                    Securi-
                                                         Other                       ties                     All
     Name                                                Annual     Restricted      Under-                   Other
      and                                               Compen-       Stock         lying        LTIP       Compen-
   Principal                     Salary      Bonus      sation       Award(s)      Options/     Payouts     sation
   Position               Year     ($)        ($)         ($)          ($)          SARs(#)       ($)         ($)
---------------           ----   -------    -------     -------     ----------     --------     -------     -------
<S>                       <C>      <C>          <C>         <C>         <C>           <C>         <C>         <C>
Dennis R. Neill,
President(1)(2)           1999       -           -           -           -             -           -          -
                          2000       -           -           -           -             -           -          -
                          2001       -           -           -           -             -           -          -

All Executive
Officers,
Directors,
and Employees
as a group(2)             1999     $74,689       -           -           -             -           -          -
                          2000     $72,573       -           -           -             -           -          -
                          2001     $67,890       -           -           -             -           -          -

----------
(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>


                                      -33-
<PAGE>



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

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


ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table provides information as to the beneficial ownership of
the Units as of February 1, 2002 by (i) each beneficial  owner of more than five
percent of the issued and outstanding  Units,  (ii) the director and officers of
the General  Partner,  and (iii) the General  Partner  and its  affiliates.  The
address of the General Partner, its officers and director,  and Samson Resources
Company is Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103.

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

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

   Samson Resources Company                           32,363      (17.2%)

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

   All affiliates, directors, and officers of
      the General Partner as a group and the
      General Partner (4 persons)                     32,363      (17.2%)



                                      -34-
<PAGE>




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

   Samson Resources Company                                 28,686 (24.7%)

   All affiliates, directors, and officers of
      the General Partner as a group and the
      General Partner (4 persons)                           28,686 (24.7%)


ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

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

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



                                      -35-
<PAGE>



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

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

                                    PART IV.

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


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

      (1)   Financial  Statements:  The following  financial  statements for the
            Geodyne  Institutional/Pension Energy Income Limited Partnership P-7
            and  the  Geodyne   Institutional/Pension   Energy  Income   Limited
            Partnership  P-8 as of December  31, 2001 and 2000 and for the three
            years ended December 31, 2001 are filed as part of this report:

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

      (2)   Financial Statement Schedules:

            None.



                                      -36-
<PAGE>




      (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

*4.2    Agreement  of Limited  Partnership  dated  February  28,  1992,  for the
        Geodyne Institutional/Pension Energy Income Limited Partnership P-7.

*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.

*4.4    Second Amendment to Certificate of Limited  Partnership  dated August 4,
        1993,  for  the  Geodyne  Institutional/Pension  Energy  Income  Limited
        Partnership P-7.

*4.5    Second  Amendment to Agreement  of Limited  Partnership  dated August 4,
        1993,  for  the  Geodyne  Institutional/Pension  Energy  Income  Limited
        Partnership P-7.

*4.6    Third  Amendment to Agreement  of Limited  Partnership  dated August 31,
        1995,  for  the  Geodyne  Institutional/Pension  Energy  Income  Limited
        Partnership P-7.

*4.7    Fourth Amendment to Agreement of Limited Partnership dated July 1, 1996,
        for the Geodyne  Institutional/Pension Energy Income Limited Partnership
        P-7.

*4.8    Fifth Amendment to Agreement of Limited  Partnership  dated November 14,
        2001,  for  the  Geodyne  Institutional/Pension  Energy  Income  Limited
        Partnership P-7.


*4.9    Certificate  of Limited  Partnership  dated  February 28, 1992,  for the
        Geodyne Institutional/Pension Energy Income Limited Partnership P-8

*4.10   Agreement  of Limited  Partnership  dated  February  28 , 1992,  for the
        Geodyne Institutional/Pension Energy Income Limited Partnership P-8.

*4.11   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.



                                      -37-
<PAGE>




*4.12   Second Amendment to Certificate of Limited  Partnership  dated August 4,
        1993,  for  the  Geodyne  Institutional/Pension  Energy  Income  Limited
        Partnership P-8.

*4.13   Second  Amendment to Agreement  of Limited  Partnership  dated August 4,
        1993,  for  the  Geodyne  Institutional/Pension  Energy  Income  Limited
        Partnership P-8.

*4.14   Third  Amendment to Agreement  of Limited  Partnership  dated August 31,
        1995,  for  the  Geodyne  Institutional/Pension  Energy  Income  Limited
        Partnership P-8.

*4.15   Fourth Amendment to Agreement of Limited Partnership dated July 1, 1996,
        for the Geodyne  Institutional/Pension Energy Income Limited Partnership
        P-8.

*4.16   Fifth Amendment to Agreement of Limited  Partnership  dated November 14,
        2001,  for  the  Geodyne  Institutional/Pension  Energy  Income  Limited
        Partnership P-8.


*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.

      All other Exhibits are omitted as inapplicable.

      ----------

      *Filed herewith.


(b)   Reports on Form 8-K filed during the fourth quarter of 2001:

       None.



                                      -38-
<PAGE>



                                   SIGNATURES

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

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


                              By:   GEODYNE RESOURCES, INC.
                                    General Partner
                                    February 26, 2002


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

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

By:    //s// Dennis R. Neill    President and            February 26, 2002
       -------------------      Director (Principal
          Dennis R. Neill       Executive Officer)


       //s// Craig D. Loseke    Chief Financial          February 26, 2002
       -------------------      Officer (Principal
          Craig D. Loseke       Accounting and
                                Financial Officer)

       //s// Judy K. Fox                                 February 26, 2002
       -------------------      Secretary
          Judy K. Fox





                                      -39-
<PAGE>
ITEM 8:     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE INSTITUTIONAL/PENSION ENERGY
INCOME LIMITED PARTNERSHIP P-7


      In our opinion, the accompanying balance sheets and the related statements
of  operations,  changes in partners'  capital  (deficit) and cash flows present
fairly,  in all  material  respects,  the  financial  position  of  the  Geodyne
Institutional/Pension Energy Income Limited Partnership P-7, an Oklahoma limited
partnership,  at December 31, 2001 and 2000,  and the results of its  operations
and its cash flows for each of the three years in the period ended  December 31,
2001, 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 auditing standards generally accepted in
the United  States of America,  which require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.






                                    PricewaterhouseCoopers LLP




Tulsa, Oklahoma
February 18, 2002




                                      F-1
<PAGE>



                     GEODYNE INSTITUTIONAL/PENSION ENERGY
                        INCOME LIMITED PARTNERSHIP P-7
                                Balance Sheets
                          December 31, 2001 and 2000

                                    ASSETS
                                    ------

                                                 2001             2000
                                             -----------      -----------

CURRENT ASSETS:
   Cash and cash equivalents                  $  349,737       $  633,461
   Accounts receivable:
      Net Profits                                128,950          612,799
                                               ---------        ---------

         Total current assets                 $  478,687       $1,246,260

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method               2,633,845        2,325,235
                                               ---------        ---------

                                              $3,112,532       $3,571,495
                                               =========        =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  123,150)     ($  104,594)
   Limited Partners, issued and
      outstanding 188,702 Units                3,235,682        3,676,089
                                               ---------        ---------

      Total Partners' capital                 $3,112,532       $3,571,495
                                               =========        =========



                    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, 2001, 2000, and 1999


                                     2001             2000            1999
                                 ------------     ------------    ------------

REVENUES:
   Net Profits                   $2,042,635        $2,925,780      $1,421,927
   Interest income                   17,542            29,655           7,425
   Gain on sale of
      Net Profits Interests           1,327           440,131           1,263
                                  ---------         ---------       ---------

                                 $2,061,504        $3,395,566      $1,430,615

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests          $  269,776        $  291,160      $  278,050
   General and administrative       224,879           224,725         222,880
                                  ---------         ---------       ---------

                                 $  494,655        $  515,885      $  500,930
                                  ---------         ---------       ---------

NET INCOME                       $1,566,849        $2,879,681      $  929,685
                                  =========         =========       =========

GENERAL PARTNER - NET INCOME     $   88,256        $  154,148      $   57,235
                                  =========         =========       =========

LIMITED PARTNERS - NET INCOME
                                 $1,478,593        $2,725,533      $  872,450
                                  =========         =========       =========

NET INCOME per Unit              $     7.84        $    14.44      $     4.62
                                  =========         =========       =========

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, 2001, 2000, and 1999


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

Balance, Dec. 31, 1998         $ 3,007,106      ($129,429)     $ 2,877,677
   Net income                      872,450         57,235          929,685
   Cash distributions         (    757,000)     (  47,133)    (    804,133)
                                ----------        -------       ----------

Balance, Dec. 31, 1999         $ 3,122,556      ($119,327)     $ 3,003,229
   Net income                    2,725,533        154,148        2,879,681
   Cash distributions         (  2,172,000)     ( 139,415)    (  2,311,415)
                                ----------        -------       ----------

Balance, Dec. 31, 2000         $ 3,676,089      ($104,594)     $ 3,571,495
   Net income                    1,478,593         88,256        1,566,849
   Cash distributions         (  1,919,000)     ( 106,812)    (  2,025,812)
                                ----------        -------       ----------

Balance, Dec. 31, 2001         $ 3,235,682      ($123,150)     $ 3,112,532
                                ==========        =======       ==========


                    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, 2001, 2000, and 1999

                                         2001           2000            1999
                                     ------------   ------------    ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                         $1,566,849     $2,879,681      $  929,685
   Adjustments to reconcile
      net income to net cash
      provided by operating
      activities:
   Depletion of Net
      Profits Interests                  269,776        291,160         278,050
   Gain on sale of
      Net Profits Interests          (     1,327)   (   440,131)    (     1,263)
   Increase (decrease) in accounts
      receivable - Net Profits           483,849    (   216,558)    (   125,340)
                                       ---------      ---------       ---------
   Net cash provided by
      operating activities            $2,319,147     $2,514,152      $1,081,132
                                       ---------      ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures              ($  578,386)   ($  372,668)    ($  147,771)
   Proceeds from sale of
      Net Profits Interests                1,327        449,976           1,263
                                       ---------      ---------       ---------
   Net cash provided (used) by
      investing activities           ($  577,059)    $   77,308     ($  146,508)
                                       ---------      ---------       ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                ($2,025,812)   ($2,311,415)    ($  804,133)
                                       ---------      ---------       ---------
   Net cash used by
      financing activities           ($2,025,812)   ($2,311,415)    ($  804,133)
                                       ---------      ---------       ---------
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS         ($  283,724)    $  280,045      $  130,491

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                   633,461        353,416         222,925
                                       ---------      ---------       ---------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                      $  349,737     $  633,461      $  353,416
                                       =========      =========       =========



                          The accompanying notes are an integral
                            part of these financial statements



                                      F-5
<PAGE>



                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE INSTITUTIONAL/PENSION ENERGY
INCOME LIMITED PARTNERSHIP P-8

      In our opinion, the accompanying balance sheets and the related statements
of  operations,  changes in partners'  capital  (deficit) and cash flows present
fairly,  in all  material  respects,  the  financial  position  of  the  Geodyne
Institutional/Pension Energy Income Limited Partnership P-8, an Oklahoma limited
partnership,  at December 31, 2001 and 2000,  and the results of its  operations
and its cash flows for each of the three years in the period ended  December 31,
2001, 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 auditing standards generally accepted in
the United  States of America,  which require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.









                                    PricewaterhouseCoopers LLP




Tulsa, Oklahoma
February 18, 2002






                                      F-6
<PAGE>




                     GEODYNE INSTITUTIONAL/PENSION ENERGY
                        INCOME LIMITED PARTNERSHIP P-8
                                Balance Sheets
                          December 31, 2001 and 2000

                                    ASSETS
                                    ------
                                                 2001              2000
                                             ------------      ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  280,416        $  498,373
   Accounts receivable:
      Net Profits                                 95,199           405,439
                                               ---------         ---------

         Total current assets                 $  375,615        $  903,812

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method               1,543,676         1,355,008
                                               ---------         ---------

                                              $1,919,291        $2,258,820
                                               =========         =========

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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   56,816)      ($   44,319)
   Limited Partners, issued and
      outstanding 116,168 Units                1,976,107         2,303,139
                                               ---------         ---------

      Total Partners' capital                 $1,919,291        $2,258,820
                                               =========         =========



                    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, 2001, 2000, and 1999


                                     2001            2000              1999
                                 ------------    ------------      ------------

REVENUES:
   Net Profits                    $1,478,510      $1,940,837        $1,000,657
   Interest income                    14,813          21,779             7,179
   Gain on sale of Net
      Profits Interests                  698         233,352               678
                                   ---------       ---------         ---------

                                  $1,494,021      $2,195,968        $1,008,514

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests           $  165,773      $  180,272        $  164,529
   General and administrative        145,239         139,012           137,306
                                   ---------       ---------         ---------

                                  $  311,012      $  319,284        $  301,835
                                   ---------       ---------         ---------

NET INCOME                        $1,183,009      $1,876,684        $  706,679
                                   =========       =========         =========

GENERAL PARTNER - NET INCOME      $   65,041      $   99,956        $   41,556
                                   =========       =========         =========

LIMITED PARTNERS - NET INCOME
                                  $1,117,968      $1,776,728        $  665,123
                                   =========       =========         =========

NET INCOME per Unit               $     9.62      $    15.29        $     5.73
                                   =========       =========         =========

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, 2001, 2000, and 1999


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

Balance, Dec. 31, 1998         $1,740,288       ($64,852)       $1,675,436
   Net income                     665,123         41,556           706,679
   Cash distributions         (   505,000)      ( 31,757)      (   536,757)
                                ---------         ------         ---------

Balance, Dec. 31, 1999         $1,900,411       ($55,053)       $1,845,358
   Net income                   1,776,728         99,956         1,876,684
   Cash distributions         ( 1,374,000)      ( 89,222)      ( 1,463,222)
                                ---------         ------         ---------

Balance, Dec. 31, 2000         $2,303,139       ($44,319)       $2,258,820
   Net income                   1,117,968         65,041         1,183,009
   Cash distributions         ( 1,445,000)      ( 77,538)      ( 1,522,538)
                                ---------         ------         ---------

Balance, Dec. 31, 2001         $1,976,107       ($56,816)       $1,919,291
                                =========         ======         =========



                    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, 2001, 2000, and 1999

                                         2001           2000          1999
                                     ------------    ----------    ----------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                         $1,183,009     $1,876,684     $706,679
   Adjustments to reconcile
      net income to net cash
      provided by operating
      activities:
   Depletion of Net
      Profits Interests                  165,773        180,272      164,529
   Gain on sale of Net
      Profits Interests              (       698)   (   233,352)   (     678)
   (Increase) decrease in accounts
      receivable - Net Profits           310,240    (   165,847)   ( 122,960)
                                       ---------       --------      -------
   Net cash provided by
      operating activities            $1,658,324     $1,657,757     $747,570
                                       ---------       --------      -------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures              ($  354,441)   ($  227,113)   ($100,393)
   Proceeds from sale of
      Net Profits Interests                  698        238,988          678
                                       ---------       --------      -------
   Net cash provided (used) by
      investing activities           ($  353,743)    $   11,875    ($ 99,715)
                                       ---------       --------      -------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                ($1,522,538)   ($1,463,222)   ($536,757)
                                       ---------      ---------      -------
   Net cash used by
      financing activities           ($1,522,538)   ($1,463,222)   ($536,757)
                                       ---------      ---------      -------
NET INCREASE (DECREASE) IN
    CASH AND CASH EQUIVALENTS        ($  217,957)    $  206,410     $111,098

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                   498,373        291,963      180,865
                                       ---------       --------      -------

CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                      $  280,416     $  498,373     $291,963
                                       =========       ========      =======

                          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, 2001, 2000, and 1999


1.    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Organization and Nature of Operations

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

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

      The P-7 and P-8 Partnerships were activated February 28, 1992 with Limited
Partner capital contributions of $18,870,200 and $11,616,800  respectively.  The
Partnerships 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 first two-year  extension  thereby  extending their
termination date to February 28, 2004.

      An affiliate of the General Partner owned 32,363(17.2%) and 28,686 (24.7%)
of the P-7 and P-8 Partnerships' Units, respectively, at December 31, 2001.

      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.


      Cash and Cash Equivalents

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


      Credit Risk

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


      Net Profits Interests

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



                                      F-13
<PAGE>



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

      Depletion  of the  cost  of  Net  Profits  Interests  is  computed  on the
units-of-production  method.  The Partnerships'  calculation of depletion of its
Net Profits Interests  includes  estimated  dismantlement and abandonment costs,
net of estimated  salvage values  related to the underlying  properties in which
the Partnership has a Net Profits  Interest.  The depletion rates per equivalent
barrel of oil produced during the years ended December 31, 2001,  2000, and 1999
were as follows:

            Partnership         2001      2000      1999
            -----------         -----     -----     -----

                P-7             $1.92     $1.77     $1.53
                P-8              1.66      1.65      1.36


      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, 2001.


      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,



                                      F-14
<PAGE>



such  sales are  recorded  as  revenue  unless  total  sales  from the well have
exceeded the Partnership's share of estimated total gas reserves attributable to
the underlying  property,  at which time such excess is recorded as a liability.
The rates per Mcf used to calculate  this liability are based on the average gas
price  received for the volumes at the time the  overproduction  occurred.  This
also  approximates the price for which the  Partnerships are currently  settling
this  liability.   This  liability  is  recorded  as  a  reduction  of  accounts
receivable.

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

      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  (payable)  - Net  Profits  includes  accrued  liabilities,
accrued lease operating expenses,  and deferred lease operating expenses related
to gas balancing which involve  estimates that could materially  differ from the
actual  amounts  ultimately  realized or incurred in the near term.  Oil and gas
reserves (see Note 4) also involve significant  estimates which could materially
differ from the actual amounts ultimately realized.




                                      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.


      New Accounting Pronouncements

      Below is a brief  description of Financial  Accounting  Standards  ("FAS")
recently issued by the Financial  Accounting  Standards Board ("FASB") which may
have an impact on the  Partnerships'  future results of operations and financial
position.

      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 will require
the recording of the fair value of liabilities associated with the retirement of
long-lived  assets (mainly plugging and abandonment  costs for the Partnerships'
depleted  wells),  in the period in which the  liabilities  are incurred (at the
time the wells are drilled).  Management  has not yet  determined  the effect of
adopting this statement on the Partnerships'  financial  condition or results of
operations.

      In  August  2001,  the  FASB  issued  FAS  No.  144,  "Accounting  for the
Impairment  or Disposal of  Long-Lived  Assets",  which is effective  for fiscal
years beginning after December 15, 2001 (January 1, 2002 for the  Partnerships).
This  statement  supersedes  FAS  No.  121  "Accounting  for the  Impairment  of
Long-Lived  Assets and for Long-Lived  Assets to be Disposed Of". The provisions
of FAS No. 144, as they relate to the Partnerships,  are essentially the same as
FAS No.  121 and thus  are not  expected  to have a  significant  effect  on the
Partnerships' financial condition or results of operations.



2.    TRANSACTIONS WITH RELATED PARTIES

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



                                      F-16
<PAGE>



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, 2001, 2000, and 1999:


            Partnership         2001           2000           1999
            -----------       --------       --------       --------

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


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


3.    MAJOR CUSTOMERS

      The following table sets forth purchasers who  individually  accounted for
ten percent or more of the  combined oil and gas sales  attributable  to each of
the  Partnership's  Net Profits  Interests  during the years ended  December 31,
2001, 2000, and 1999:


   Partnership              Purchaser                       Percentage
   -----------       ----------------------          ------------------------
                                                     2001     2000      1999
                                                     -----    -----     -----

       P-7           National Cooperative
                       Refinery Association
                       ("NCRA")                      26.6%    29.1%     23.7%
                     Hunt Oil Company                14.3%      -       10.3%
                     Scurlock Permian Corp.
                       ("Scurlock")                  11.2%    12.8%     14.7%
                     Duke Energy Field
                       Services, Inc. ("Duke")       11.0%      -         -

       P-8           NCRA                            23.7%    27.6%     22.3%
                     El Paso Energy
                       Marketing Company             14.3%    10.5%     10.8%
                     Duke                            12.0%      -         -
                     Hunt Oil Company                11.9%      -         -
                     Scurlock                          -      10.2%     11.8%



                                      F-17
<PAGE>





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


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, 2001 and 2000 were as follows:

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

                                                2001              2000
                                            -------------     -------------

Net Profits Interests in proved
   oil and gas properties                    $14,704,920       $14,122,306

Accumulated depletion and
   valuation allowance                      ( 12,071,075)     ( 11,797,071)
                                              ----------        ----------
   Net Profits Interests, net                $ 2,633,845       $ 2,325,235
                                              ==========        ==========

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

                                                2001              2000
                                            ------------      -------------

Net Profits Interests in proved
   oil and gas properties                    $ 8,903,459        $8,546,781

Accumulated depletion and
   valuation allowance                      (  7,359,783)      ( 7,191,773)
                                              ----------         ---------

   Net Profits Interests, net                $ 1,543,676        $1,355,008
                                              ==========        ==========




                                      F-18
<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,  2001,  2000,  and  1999.  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                        2001           2000           1999
   ------------                     --------       --------       --------

         P-7                        $578,386       $372,668       $147,771
         P-8                         354,441        227,113        100,393




      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 the
Ryder Scott.





                                      F-19
<PAGE>


<TABLE>
<CAPTION>
                                               P-7 Partnership                     P-8 Partnership
                                       -----------------------------          ------------------------
                                          Crude            Natural              Crude       Natural
                                           Oil               Gas                 Oil         Gas
                                        (Barrels)           (Mcf)             (Barrels)      (Mcf)
                                       -----------       -----------          ---------    -----------

<S>                                    <C>               <C>                  <C>         <C>
Proved reserves, December 31, 1998        523,497         3,719,317            298,695     2,629,946
   Production                          (  100,309)       (  490,044)          ( 59,557)   (  367,289)
   Extensions and discoveries              99,967            54,605             61,611        35,940
   Revisions of previous
      estimates                           366,371           354,751            211,033       318,178
                                        ---------         ---------            -------     ---------
Proved reserves, December 31, 1999        889,526         3,638,629            511,782     2,616,775
   Production                          (   91,382)       (  441,284)          ( 54,441)   (  329,468)
   Sales of minerals in place          (   25,033)       (   17,659)          ( 13,075)   (    9,322)
   Extensions and discoveries              33,376            25,904             20,569        15,962
   Revisions of previous
      estimates                            23,372           669,601             18,384       418,281
                                        ---------         ---------            -------     ---------
Proved reserves, December 31, 2000        829,859         3,875,191            483,219     2,712,228
   Production                          (   80,436)       (  361,056)          ( 49,321)   (  304,980)
   Sales of minerals in place          (       20)       (      256)          (      9)   (      132)
   Extensions and discoveries             259,872           676,803            159,357       386,062
   Revisions of previous
      estimates                        (   22,140)       (  177,375)          ( 11,769)       19,089
                                        ---------         ---------            -------     ---------
Proved reserves, December 31, 2001        987,135         4,013,307            581,477     2,812,267
                                        =========         =========            =======     =========

PROVED DEVELOPED RESERVES:
   December 31, 1999                      889,526         3,638,629            511,763    2,616,568
                                        =========         =========            =======    =========
   December 31, 2000                      829,859         3,875,191            483,199    2,712,021
                                        =========         =========            =======    =========
   December 31, 2001                      987,135         4,013,307            581,455    2,812,058
                                        =========         =========            =======    =========

</TABLE>


                                      F-20
<PAGE>




5.    QUARTERLY FINANCIAL DATA (Unaudited)

      Summarized  unaudited  quarterly  financial  data for 2001 and 2000 are as
follows:

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


                                                 2001
                       --------------------------------------------------------
                         First        Second         Third           Fourth
                         Quarter      Quarter        Quarter         Quarter
                         ---------    ---------      ---------       ---------

Total Revenues           $ 742,885    $ 732,940      $ 241,360      $ 344,319
Gross Profit (1)           686,562      667,367        196,143        241,656
Net Income (Loss)          618,187      615,590        143,026        190,046
Limited Partners'
   Net Income(Loss)
   Per Unit                   3.10         3.09            .71            .94

                                                  2000
                       --------------------------------------------------------
                         First        Second         Third            Fourth
                         Quarter      Quarter        Quarter          Quarter
                         ---------    ---------     ----------       ---------

Total Revenues           $ 673,743    $ 834,246     $1,026,230      $ 861,347
Gross Profit (1)           601,984      766,922        970,651        764,849
Net Income                 534,533      715,292        916,685        713,171
Limited Partners'
   Net Income
   Per Unit                   2.68         3.59           4.60           3.57


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




                                      F-21
<PAGE>





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

                                                2001
                       --------------------------------------------------------
                         First        Second        Third          Fourth
                         Quarter      Quarter       Quarter        Quarter
                         ---------    ---------     ---------      ---------

Total Revenues           $539,946      $523,001     $197,917       $233,157
Gross Profit (1)          505,406       482,831      167,640        172,371
Net Income (Loss)         457,361       450,662      134,655        140,331
Limited Partners'
   Net Income(Loss)
   Per Unit                  3.73          3.67         1.10           1.12

                                                2000
                        -------------------------------------------------------
                          First       Second        Third          Fourth
                          Quarter     Quarter       Quarter        Quarter
                          ---------   ---------     ---------      ---------

Total Revenues            $437,618    $517,241      $622,902       $618,207
Gross Profit (1)           396,091     478,446       589,173        551,986
Net Income                 354,675     446,404       555,710        519,895
Limited Partners'
   Net Income
   Per Unit                  2.89         3.64          4.53           4.23

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




                                      F-22
<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

*4.2    Agreement  of Limited  Partnership  dated  February  28,  1992,  for the
        Geodyne Institutional/Pension Energy Income Limited Partnership P-7.

*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.

*4.4    Second Amendment to Certificate of Limited  Partnership  dated August 4,
        1993,  for  the  Geodyne  Institutional/Pension  Energy  Income  Limited
        Partnership P-7.

*4.5    Second  Amendment to Agreement  of Limited  Partnership  dated August 4,
        1993,  for  the  Geodyne  Institutional/Pension  Energy  Income  Limited
        Partnership P-7.

*4.6    Third  Amendment to Agreement  of Limited  Partnership  dated August 31,
        1995,  for  the  Geodyne  Institutional/Pension  Energy  Income  Limited
        Partnership P-7.

*4.7    Fourth Amendment to Agreement of Limited Partnership dated July 1, 1996,
        for the Geodyne  Institutional/Pension Energy Income Limited Partnership
        P-7.

*4.8    Fifth Amendment to Agreement of Limited  Partnership  dated November 14,
        2001,  for  the  Geodyne  Institutional/Pension  Energy  Income  Limited
        Partnership P-7.


*4.9    Certificate  of Limited  Partnership  dated  February 28, 1992,  for the
        Geodyne Institutional/Pension Energy Income Limited Partnership P-8

*4.10   Agreement  of Limited  Partnership  dated  February  28 , 1992,  for the
        Geodyne Institutional/Pension Energy Income Limited Partnership P-8.

*4.11   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.



                                      F-23
<PAGE>




*4.12   Second Amendment to Certificate of Limited  Partnership  dated August 4,
        1993,  for  the  Geodyne  Institutional/Pension  Energy  Income  Limited
        Partnership P-8.

*4.13   Second  Amendment to Agreement  of Limited  Partnership  dated August 4,
        1993,  for  the  Geodyne  Institutional/Pension  Energy  Income  Limited
        Partnership P-8.

*4.14   Third  Amendment to Agreement  of Limited  Partnership  dated August 31,
        1995,  for  the  Geodyne  Institutional/Pension  Energy  Income  Limited
        Partnership P-8.

*4.15   Fourth Amendment to Agreement of Limited Partnership dated July 1, 1996,
        for the Geodyne  Institutional/Pension Energy Income Limited Partnership
        P-8.

*4.16   Fifth Amendment to Agreement of Limited  Partnership  dated November 14,
        2001,  for  the  Geodyne  Institutional/Pension  Energy  Income  Limited
        Partnership P-8.


*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.

       All other Exhibits are omitted as inapplicable.

       ----------

       *Filed herewith.




                                      F-24