<PAGE>

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

For the fiscal year ended December 31, 1996

Commission File Number:  P-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.

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

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

               DOCUMENTS INCORPORATED BY REFERENCE: None
<PAGE>
<PAGE>
                               FORM 10-K
                           TABLE OF CONTENTS



PART I  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
     ITEM 1.   BUSINESS . . . . . . . . . . . . . . . . . . . . .    1
     ITEM 2.   PROPERTIES . . . . . . . . . . . . . . . . . . . .    7

     ITEM 3.   LEGAL PROCEEDINGS  . . . . . . . . . . . . . . . .   13
     ITEM 4.   SUBMISSION  OF  MATTERS  TO  A   VOTE  OF  LIMITED
               PARTNERS . . . . . . . . . . . . . . . . . . . . .   15

PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16
     ITEM 5.   MARKET  FOR  UNITS  AND  RELATED  LIMITED  PARTNER
               MATTERS  . . . . . . . . . . . . . . . . . . . . .   16
     ITEM 6.   SELECTED FINANCIAL DATA  . . . . . . . . . . . . .   18
     ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS  OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS  . . . . . . .   20
     ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA  . . .   31
     ITEM 9.   CHANGES  IN AND DISAGREEMENTS  WITH ACCOUNTANTS ON
               ACCOUNTING AND FINANCIAL DISCLOSURE  . . . . . . .   31

PART III  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   32
     ITEM 10.  DIRECTORS  AND EXECUTIVE  OFFICERS OF  THE GENERAL
               PARTNER  . . . . . . . . . . . . . . . . . . . . .   32
     ITEM 11.  EXECUTIVE COMPENSATION . . . . . . . . . . . . . .   33
     ITEM 12.  SECURITY  OWNERSHIP  OF CERTAIN  BENEFICIAL OWNERS
               AND MANAGEMENT . . . . . . . . . . . . . . . . . .   36
     ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . .   38

PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   41
     ITEM 14.  EXHIBITS,   FINANCIAL  STATEMENT   SCHEDULES,  AND
               REPORTS ON FORM 8-K  . . . . . . . . . . . . . . .   41
     SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . .   44

                                  ii
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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 Institution-
al/Pension   Energy  Income   Limited   Partnership   P-8  (the   "P-8
Partnership")  (collectively, the "Partnerships") are limited partner-
ships formed  under the  Oklahoma Revised Uniform  Limited Partnership
Act.    Each  Partnership  is  composed  of  Geodyne  Resources,  Inc.
("Geodyne"), 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 the dates set forth below:

                                     Date of
                  Partnership       Activation
                  -----------    -----------------

                      P-7        February 28, 1992
                      P-8        February 28, 1992

     The  General Partner  currently serves  as general partner  of 29
limited partnerships, including the Partnerships.  The General Partner
is a wholly-owned  subsidiary of  Samson Investment  Company.   Samson
Investment Company  and its various  corporate subsidiaries, including
the  General  Partner  (collectively,  the  "Samson  Companies"),  are
engaged in the production  and development of and exploration  for oil
and  gas  reserves and  the  acquisition  and operation  of  producing
properties.    At  December  31,  1996,  the  Samson  Companies  owned
interests  in approximately  16,000 oil  and gas  wells located  in 19
states of  the United States  and Canada, Venezuela,  and Russia.   At
December 31,  1996, the Samson Companies  operated approximately 2,600
oil and  gas wells  located  in 15  states of  the  United States  and
Canada, Venezuela, and Russia.

     The Partnerships are  currently engaged in the business of owning
net profits and royalty interests in oil and gas properties located in
the  continental United  States.   Most of  the net  profits interests
acquired by the Partnerships have been carved out of working interests
in oil and gas properties ("Working Interests") which were acquired by
affiliated  oil   and  gas   investment   programs  (the   "Affiliated
Programs").  Net profits interests entitle the Partnerships to a share
of  net revenues  from  producing properties  measured  by a  specific
percentage  of the net  profits realized by  such Affiliated Programs.
Except  where  otherwise  noted,  references  to  certain  operational
activities  of   the  Partnerships  include  the   activities  of  the
Affiliated  Programs.   As the  holder  of a  net profits  interest, a
Partnership  is  not liable  to pay  any  amount by  which oil and gas

                                   1
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<PAGE>
operating  costs and expenses exceed revenues for any period, although
any  deficit,   together  with  interest,  is  applied  to  reduce the 
amounts  payable  to the Partnership in  subsequent periods.   As used
throughout  this   Annual  Report  on Form 10-K  ("Annual Report") the
Partnerships'  net   profits  and  royalty  interests in  oil and  gas
sales  will be referred to as  "Net Profits" and the Partnerships' net
profits  and royalty  interests  in oil  and  gas properties  will  be
collectively referred to as "Net Profits Interests."

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

     As limited  partnerships,  the  Partnerships  have  no  officers,
directors, or employees.   They rely instead  on the personnel of  the
General Partner and the other Samson Companies.  As of March 15, 1997,
the Samson Companies employed approximately 780 persons.  No employees
are  covered  by  collective  bargaining  agreements,  and  management
believes that the  Samson Companies provide a sound employee relations
environment.  For information regarding  the executive officers of the
General Partner, see "Item 10. Directors and Executive Officers of the
General Partner."

     The General  Partner's and  the Partnerships' principal  place of
business  is located at Samson  Plaza, Two West  Second Street, Tulsa,
Oklahoma  74103, and their telephone number is (918) 583-1791 or (800)
283-1791.


     Funding

     Although  the partnership  agreement  for  each Partnership  (the
"Partnership Agreement")  permits each Partnership to  incur 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.
                                   2
<PAGE>
<PAGE>
     Principal Products Produced and Services Rendered

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


     Competition and Marketing

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

     The most important variable  affecting the Partnerships' revenues
is the prices received for the sale of oil and gas.  Predicting future
prices  is very  difficult.   Concerning past  trends, average  yearly
wellhead gas prices in the United States have been relatively volatile
for  a number of  years.   For the  past ten  years, such  prices have
generally  been in  the $1.40  to $2.00  per Mcf  range, significantly
below prices received in the  early 1980s.  Average gas prices  in the
latter  part of 1996 and  January 1997, however,  were somewhat higher
than those yearly averages.  It is not known whether this was a short-
term trend or an indicator of potentially higher average gas prices on
a longer-term basis.
                                   3
<PAGE>
<PAGE>
     Substantially  all of  the Partnerships'  gas reserves  are being
sold in  the "spot market."  Prices on  the spot market are subject to
wide  seasonal and  regional pricing  fluctuations  due to  the highly
competitive nature of the spot market.   In addition, such spot market
sales  are generally short-term in  nature and are  dependent upon the
obtaining  of transportation  services  provided by  pipelines.   Spot
prices for  the Partnerships'  gas increased from  approximately $2.00
per  Mcf at  December  31,  1995 to  approximately  $3.57 per  Mcf  at
December 31, 1996.  Such prices were on an MMBTU basis and differ from
the prices actually received by the Partnerships due to transportation
and  marketing costs, BTU adjustments, and  regional price and quality
differences.

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

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

                                   4
<PAGE>
<PAGE>
     Significant Customers

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

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

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


           P-8        NCRA                         26.3%
                      El Paso                      12.5%
                      Scurlock                     11.4%


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

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

     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.  

                                   5
<PAGE>
<PAGE>
     Regulation of Sales and Transportation of Oil and Gas -- Sales of
crude oil and condensate are made by the Partnerships at market prices
and are not subject to price controls.  The sale of gas may be subject
to both federal  and state  laws and regulations,  including, but  not
limited to, the  Natural Gas Act of 1938 (the  "NGA"), the Natural Gas
Policy  Act of 1978 (the  "NGPA"), and regulations  promulgated by the
Federal Energy  Regulatory Commission (the "FERC") under  the NGA, the
NGPA, and other statutes.  The provisions of the  NGA and the NGPA, as
well  as the regulations thereunder,  are complex, and  affect all who
produce, resell,  transport, or  purchase gas, including  the Partner-
ships.   Although  virtually  all  of the  Partnerships'  natural  gas
production is not subject to price regulation, the NGA, NGPA, and FERC
regulations affect the availability of gas transportation services and
the ability  of gas consumers  to continue to  purchase or use  gas at
current  levels.  Accordingly,  such regulations  may have  a material
effect on  the Partnerships' operations and projections  of future oil
and gas production and revenues.

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

     Regulation of the Environment -- The Partnerships' operations are
subject to  numerous laws and  regulations governing the  discharge of
materials into the environment  or otherwise relating to environmental
protection.  Compliance with such laws and regulations,  together with
any penalties resulting from noncompliance therewith, may increase the
cost  of the Partnerships' operations  or may affect the Partnerships'
ability  to  complete,  in  a   timely  fashion,  existing  or  future
activities.   Management  anticipates that  various local,  state, and
federal environmental control agencies  will have an increasing impact
on oil and gas operations.  

     Insurance Coverage 

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

                                   6
<PAGE>
<PAGE>
ITEM 2.   PROPERTIES

     Well Statistics

     The  following table sets forth the number of productive wells in
which  the Partnerships had a Net  Profits Interest as of December 31,
1996.
  
                                Number of Wells(1)
                          -----------------------------
               P/ship     Total     Oil    Gas   N/A(2)
               ------     -----     ---    ---   ------
                 P-7      1,574    1,245   323     6
                 P-8      2,398    1,674   696    28

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


     Drilling Activities

     The Partnerships' did not  participate in any drilling activities
during the year ended December 31, 1996.  


     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.

                                   7
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<PAGE>
                          Net Production Data

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

                                     Year ended December 31,
                               ----------------------------------
                                  1996        1995        1994
                               ----------  ----------  ----------
  Production:
    Oil (Bbls)                    138,204     136,451     160,114
    Gas (Mcf)                     702,019     893,266     951,731

  Oil and gas sales:
    Oil                        $2,781,358  $2,279,795  $2,484,777
    Gas                         1,400,864   1,233,079   1,521,768
                                ---------   ---------   ---------
      Total                    $4,182,222  $3,512,874  $4,006,545
                                =========   =========   =========
  Average sales price:
    Per barrel of oil              $20.13      $16.71      $15.52
    Per Mcf of gas                   2.00        1.38        1.60

                                   8
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<PAGE>
                          Net Production Data

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

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

  Production:
    Oil (Bbls)                     80,477      81,254      94,955
    Gas (Mcf)                     499,493     676,634     624,546

  Oil and gas sales:
    Oil                        $1,620,507  $1,354,451  $1,475,083
    Gas                         1,044,563     913,535   1,017,991
                                ---------   ---------   ---------
      Total                    $2,665,070  $2,267,986  $2,493,074
                                =========   =========   =========
  Average sales price:
    Per barrel of oil              $20.14      $16.67      $15.53
    Per Mcf of gas                   2.09        1.35        1.63


     Proved Reserves and Net Present Value

     The  following  table  sets forth  each  Partnership's  estimated
proved oil  and gas  reserves and net  present value  therefrom as  of
December 31,  1996 which  were attributable to  the Partnerships'  Net
Profits  Interests.   (Throughout this  Annual Report,  such interests
will  be referred  to as  the Partnerships'  "proved reserves.")   The
schedule of quantities of proved oil and gas  reserves was prepared by
the General Partner  in accordance  with the rules  prescribed by  the
Securities  and  Exchange Commission  (the  "SEC").   Certain  reserve
information was  reviewed by  Ryder Scott Company  Petroleum Engineers
("Ryder Scott"), an independent  petroleum engineering firm.   As used
throughout  this  Annual Report,  "proved  reserves"  refers to  those
estimated  quantities  of  crude  oil,  gas,  and  gas  liquids  which
geological and  engineering data demonstrate with reasonable certainty
to be  recoverable in future years  from known oil  and gas reservoirs
under existing economic and operating conditions.

                                   9
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<PAGE>
     Net  present value  represents estimated  future gross  cash flow
from  the production and sale of proved reserves, net of estimated oil
and  gas  production costs  (including  production  taxes, ad  valorem
taxes, and operating expenses) and estimated future development costs,
discounted at 10% per annum.  Net present value of the proved reserves
was calculated  on the basis  of current costs and  prices at December
31, 1996.  Such  prices were not  escalated except in certain  circum-
stances  where  escalations were  fixed  and  readily determinable  in
accordance with  applicable contract provisions.   The prices  used in
calculating  the net  present  value of  the  proved reserves  do  not
necessarily  reflect   market  prices  for  oil   and  gas  production
subsequent  to December 31, 1996.  Furthermore, gas prices at December
31, 1996 were much higher than the price used for  determining the net
present value of  proved reserves for the year ended December 31, 1995
and substantially  higher  than the  average  prices received  by  the
Partnerships  in each  of the  last several  years.   There can  be no
assurance that the prices used in calculating the net present value at
December 31, 1996 will actually be realized for such production.

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

                                  10
<PAGE>
<PAGE>
                          Proved Reserves and
                           Net Present Values
                         From Proved Reserves
                      As of December 31, 1996(1)

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

  Estimated proved reserves:
    Gas (Mcf)                                          3,869,296
    Oil and liquids (Bbls)                             1,165,556

  Net present value (discounted at 10% per annum)    $15,047,079

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

  Estimated proved reserves:
    Gas (Mcf)                                          2,537,962
    Oil and liquids (Bbls)                               669,908

  Net present value (discounted at 10% per annum)    $ 9,516,305

----------

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


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


Significant Properties

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

                                  11
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<PAGE>
     The Anadarko Basin is  located in western Oklahoma and  the Texas
panhandle,  while the  Permian  Basin is  located  in west  Texas  and
southeast New Mexico.  


                        Significant Properties
                        ----------------------

                      Wells
                    Operated by
                    Affiliates     Oil         Gas
             Total  -----------  Reserves    Reserves    Present
Basin        Wells  Number   %    (Bbl)       (Mcf)       Value
-----------  -----  ------  ---  ---------  ----------  ----------
P-7 P/ship:
  Anadarko      48    22    46%     36,465   3,178,406   3,153,077
  Permian    1,348    12     1%  1,075,126  11,016,953  10,929,366

P-8 P/ship:
  Anadarko      68    27    40%     20,556   2,228,023   2,174,536
  Permian    2,138    12     1%    619,069   6,691,799   6,531,047


     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.  

                                  12
<PAGE>
<PAGE>
ITEM 3.   LEGAL PROCEEDINGS

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

     On November  23 and  25, 1994, Geodyne,  PaineWebber Incorporated
("PaineWebber"), and certain other parties were named as defendants in
two  related  lawsuits  alleging  misrepresentations  made  to  induce
investments in  the Partnerships  and asserting  causes of  action for
common  law  fraud  and  deceit  and  unjust   enrichment  (Romine  v.
PaineWebber, Inc. et  al, Case No.  94-CIV-8558, U.S. District  Court,
Southern District of New York and  Romine v. PaineWebber, Inc., et al,
Case No.  94-132844, Supreme Court of the State of New York, County of
New  York).  The federal court  case was later consolidated with other
similar actions (to  which Geodyne is not a party)  under the title In
Re:    PaineWebber  Limited  Partnerships'  Litigation  (the  "Federal
Partnership Class Action") and  was certified as a class action on May
30, 1995.   A class action notice  was mailed on  June 7, 1995 to  all
members  of  the class.   The  Federal  Partnership Class  Action also
alleges  violations of  18 U.S.C. Section  1962(c) and  the Securities
Exchange Act  of 1934.   Compensatory and punitive  damages, interest,
and costs have  been requested in both matters.  The amended complaint
in  the Federal Partnership Class  Action no longer  asserts any claim
directly against Geodyne.  

     On  January   18,  1996,  PaineWebber  issued   a  press  release
indicating  that it  had reached  an agreement  to settle  the pending
Federal Partnership  Class Action along with  the consolidated Neidick
matter referred  to above (collectively,  the "PaineWebber Partnership
Class Actions"), along with a settlement with the SEC and an agreement
to settle with  various state  securities regulators.   On that  date,
PaineWebber paid $125 million into an interest bearing account as part
of  a memorandum  of  understanding in  connection  with the  proposed
settlement  (the "Settlement Fund").   The Settlement  Fund applies to
claims  related to both the  Partnerships and certain other investment
programs sold by PaineWebber. In addition, PaineWebber agreed to a SEC

                                  13
<PAGE>
<PAGE>
administrative  order  creating a  capped $40  million fund  (the "SEC
Claims Fund"), which is to be distributed to eligible Limited Partners
by an independent administrator  (the "Claims Administrator"); a civil
penalty of $5 million leveled by  the SEC; and payments aggregating $5
million to state securities administrators.  Such settlement is not an
obligation  of either  the Partnerships  or Geodyne  and, accordingly,
would not affect the financial statements of the Partnerships.  

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

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

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

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

                                  14
<PAGE>
<PAGE>
     Eligible  Limited Partners  were required  to timely  execute and
return a proof of claim by January 17, 1997 in order to participate in
the settlement.  

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

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

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


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

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

                                  15
<PAGE>
<PAGE>
                                PART II

ITEM 5.   MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS

     As of February 28, 1997, the number  of Units outstanding and the
approximate number of Limited Partners  of record in the  Partnerships
were as follows:

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

              P-7         188,702         1,270
              P-8         116,168         1,148  

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

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

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

 P-7     $39   $35   $33  $32      $30   $29   $37   $33     $30
 P-8      39    34    32   30       28    26    36    34      30

                                 16
<PAGE>
<PAGE>
     Cash Distributions

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

     The  following is  a summary  of cash  distributions paid  to the
Limited Partners for the  years ended December 31,  1995 and 1996  and
for the first quarter of 1997:

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

                                1995
                -------------------------------
                  1st      2nd     3rd     4th
    P/ship      Quarter  Quarter Quarter Quarter
    ------      -------  ------- ------- -------
     P-7         $1.67    $1.40   $1.96   $1.46
     P-8          1.89     1.59    2.15    1.94

                                1996                   1997
                ---------------------------------    ---------
                  1st      2nd     3rd      4th         1st
    P/ship      Quarter  Quarter Quarter  Quarter     Quarter
    ------      -------  ------- ------- ---------   ---------
     P-7         $1.48    $1.62   $1.86   $3.53(1)    $3.22(1)
     P-8          1.91     1.91    1.70    2.79(1)     3.57(1)




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

                                  17
<PAGE>
<PAGE>
ITEM 6.   SELECTED FINANCIAL DATA

     The following table presents selected financial data for the 
Partnerships.  This data should be read in  conjunction with  the 
financial  statements of  the Partnerships, and  the respective  
notes thereto, included elsewhere in this Annual Report.  
See "Item 8. Financial Statements and Supplementary Data."
<TABLE>
<CAPTION>
                                         Selected Financial Data
                                             P-7 Partnership
                                             ---------------

                                1996           1995           1994           1993           1992
                            -------------  -------------  -------------  -------------  -------------
<S>                         <C>            <C>            <C>            <C>            <C>
Net Profits                  $2,189,073     $1,805,775     $ 1,765,636    $ 2,551,009    $ 2,071,274

Net Income (Loss):
  Limited Partners            1,002,570    (   173,270)   (    953,384)  (    177,838)  (    645,619)
  General Partner                97,048         62,313          48,118         90,828         78,713
  Total                       1,099,618    (   110,957)   (    905,266)  (     87,010)  (    566,906)

Limited Partners' Net
  Income (Loss) per Unit           5.31    (       .92)   (       5.05)  (        .94)  (       3.42)

Limited Partners' Cash
  Distributions per Unit           8.49           6.49           10.38           9.60           4.00

Total Assets                  8,329,130      8,975,278      10,374,235     13,343,501     15,305,196

Partners' Capital (Deficit)
  Limited Partners            8,421,372      9,020,802      10,419,072     13,332,456     15,321,400
  General Partner           (    92,242)   (    45,524)   (     44,837)        11,045   (     15,783)

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

</TABLE>

                                                    18
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                         Selected Financial Data
                                             P-8 Partnership
                                             ---------------

                                1996           1995           1994           1993           1992
                            -------------  -------------  -------------  -------------  ------------
<S>                         <C>            <C>            <C>            <C>            <C>
Net Profits                  $1,322,349     $1,346,992     $  976,911     $1,533,306     $1,059,006

Net Income (Loss):
  Limited Partners              454,230    (    72,844)   (   987,517)   (   182,827)   (   327,930)
  General Partner                55,352         48,233         20,615         54,553         37,261
  Total                         509,582    (    24,611)   (   966,902)   (   128,274)   (   290,669)

Limited Partners' Net 
  Income (Loss) per Unit           3.91    (       .63)   (      8.50)   (      1.57)   (      2.82)

Limited Partners' Cash
  Distributions per Unit           8.31           7.57           9.77           8.43           3.75

Total Assets                  4,727,442      5,272,926      6,299,996      8,385,939      9,562,563

Partners' Capital (Deficit)
  Limited Partners            4,781,757      5,293,527      6,246,371      8,368,888      9,530,666
  General Partner           (    54,315)   (    20,601)   (    24,334)        17,051    (     1,632)

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

</TABLE>

                                                    19
<PAGE>
<PAGE>
ITEM 7.   MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS

     Use of Forward-Looking Statements and Estimates

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

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

     General Discussion

     The following  general discussion  should be read  in conjunction
with the analysis of  results of operations provided below.   The most
important variable affecting the  Partnerships' revenues is the prices
received for the  sale of oil  and gas.   Predicting future prices  is
very  difficult.  Concerning past trends,  average yearly wellhead gas
prices in the United States have been relatively volatile for a number
of years.  For the past ten years, such prices have generally been  in
the  $1.40 to $2.00 per Mcf range, significantly below prices received
in the early 1980s.  Average gas prices in the latter part of 1996 and
January  1997,  however,  were   somewhat  higher  than  those  yearly
averages.  It is  not known whether this was a  short-term trend or an
indicator of  potentially higher average  gas prices on  a longer-term
basis.
                                  20
<PAGE>
<PAGE>
     Substantially  all of  the Partnerships'  gas reserves  are being
sold in  the "spot market."  Prices on  the spot market are subject to
wide  seasonal and  regional pricing  fluctuations  due to  the highly
competitive nature of the spot market.   In addition, such spot market
sales  are generally short-term in  nature and are  dependent upon the
obtaining  of transportation  services  provided by  pipelines.   Spot
prices for  the Partnerships'  gas increased from  approximately $2.00
per  Mcf at  December  31,  1995 to  approximately  $3.57 per  Mcf  at
December 31, 1996.  Such prices were on an MMBTU basis and differ from
the prices actually received by the Partnerships due to transportation
and  marketing costs, BTU adjustments, and  regional price and quality
differences.

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

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

     Results of Operations

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

                                  21
<PAGE>
<PAGE>
     Effective  October   1,  1995,  the   Partnerships  adopted   the
requirements of  Statement of Financial Accounting  Standards ("SFAS")
No.  121,  "Accounting for  the Impairment  of  Long Lived  Assets and
Assets  Held  for Disposal,"  which  is  intended  to  establish  more
consistent accounting  standards for  measuring the recoverability  of
long-lived  assets.     SFAS  No.  121   requires  successful  efforts
companies, like  the Partnerships,  to evaluate the  recoverability of
the  carrying costs  of their  Net Profits  Interests for  each field,
rather than for the  Partnerships' Net Profits Interests as a whole as
previously  allowed by  the  SEC.   See Note  1  to the  Partnerships'
financial statements, included in Item  8 of this Annual Report for  a
further description of  this impairment policy.   As a  result of  the
Partnerships' adoption of SFAS  No. 121, the P-7 and  P-8 Partnerships
recorded a non-cash charge  against earnings (impairment provision) of
$187,916  and $243,909,  respectively,  during the  fourth quarter  of
1995.  No similar charge was recorded by either Partnership during the
year ended  December 31, 1996  under SFAS No.  121 or during  the year
ended December 31, 1994 pursuant to the Partnerships' prior impairment
policy.  

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

               Partnership          Amount
               -----------         --------
                  P-7              $687,000
                  P-8               651,000

                                  22
<PAGE>
<PAGE>
If the Filing  Date Prices are in effect on March  31, 1997, the above
impairment provisions will be reflected in the Partnerships' financial
statements as of  March 31, 1997.  Impairment provisions do not impact
the Partnerships' cash flows  from operating activities; however, they
do impact the amount  of General Partner and Limited  Partner capital.
The  risk that  the Partnerships  will be  required to  record further
impairment  provisions  in  the  future,  beyond  those  noted  above,
increases  when oil and gas prices are depressed. Accordingly, the P-7
Partnership  has  Net Profits  Interests in  five  fields and  the P-8
Partnership has  Net Profits Interests in  four fields in which  it is
reasonably possible that impairment provisions will be recorded in the
near term if gas prices decrease below the Filing Date Prices.


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

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

     Total  Net Profits increased $383,298  (21.2%) for the year ended
December 31, 1996 as compared to the year ended December 31, 1995.  Of
this  increase, $473,000 and $435,000 were related to increases in the
average prices of oil and gas sold, partially offset by  a decrease of
approximately  $264,000 related to a  decrease in volumes  of gas sold
and a decrease  of approximately  $286,000 related to  an increase  in
production expenses attributable to the Working Interests.  Volumes of
oil  sold increased 1,753 barrels, while volumes of gas sold decreased
191,247 Mcf  for the year ended  December 31, 1996 as  compared to the
year ended December 31, 1995.  The decrease in volumes of gas sold was
primarily  due to (i) normal  declines in production  on several wells
due to diminished gas reserves during the year ended December 31, 1996
as compared  to the year ended  December 31, 1995 and  (ii) a negative
gas balancing adjustment made  by the operator on one  well during the
year ended December 31, 1996.  The increase in production expenses was
primarily due to (i)  an increase in production taxes  associated with
the  increase in Net Profits  discussed above, (ii)  a lease operating
expense  adjustment recognized during the year ended December 31, 1996
associated with changes in  estimates by third party operators  of gas
balancing  positions on  certain  wells, and  (iii) workover  expenses
incurred on three  wells during  the year ended  December 31, 1996  in
order to improve  the recovery  of reserves, partially  offset by  the
decrease  in volumes of  gas sold during  the year  ended December 31,
1996 as compared to the year ended December 31, 1995.  Average oil and
gas  prices  increased  to  $20.13  per  barrel  and  $2.00  per  Mcf,
respectively, for the  year ended  December 31, 1996  from $16.71  per
barrel  and $1.38 per Mcf,  respectively, for the  year ended December
31, 1995.  

                                  23
<PAGE>
<PAGE>
     Depletion of Net Profits Interests decreased $436,792 (29.0%) for
the year  ended  December  31, 1996  as  compared to  the  year  ended
December  31, 1995.   Of  this  decrease, approximately  one-third was
related  to four significant wells  which were fully  depleted in 1995
due to a  lack of remaining reserves and the  other two-thirds of this
decrease were primarily due  to (i) upward revisions in  the estimates
of remaining oil  reserves at December 31, 1996  and (ii) the decrease
in volumes  of gas  sold during  the year ended  December 31,  1996 as
compared  to the  year ended  December 31,  1995, partially  offset by
downward  revisions  in the  estimates  of remaining  gas  reserves at
December 31,  1996.   As  a percentage  of Net  Profits, this  expense
decreased to 49.0% for the year ended December 31, 1996 from 83.5% for
the year ended December 31, 1995.  This decrease was  primarily due to
the dollar  decrease in depletion  of Net Profits  Interests discussed
above and  the increases in  the average  prices of oil  and gas  sold
during the year ended December 31, 1996 as compared to  the year ended
December 31, 1995.  

     As  set  forth  under  "Results  of Operations"  above,  the  P-7
Partnership recognized a non-cash  charge against earnings of $187,916
for the year  ended December 31, 1995.  This  impairment provision was
necessary due  to  the  unamortized costs  of  Net  Profits  Interests
exceeding the undiscounted  future net revenues from  such Net Profits
Interests, in accordance with the  P-7 Partnership's adoption of  SFAS
No.  121.   No similar  charge  was necessary  during  the year  ended
December 31, 1996.

     General  and administrative expenses remained relatively constant
for the  year ended December  31, 1996 as  compared to the  year ended
December  31, 1995.   As a  percentage of Net  Profits, these expenses
decreased to 10.3% for the year ended December 31, 1996 from 12.9% for
the  year ended  December  31, 1995.    This percentage  decrease  was
primarily due to the increase in Net Profits discussed above.

     The Limited  Partners in the  P-7 Partnership have  received cash
distributions through  December 31, 1996 totaling  $7,352,916 or 39.0%
of Limited Partner Capital Contributions.

                                  24
<PAGE>
<PAGE>
                 Year Ended December 31, 1995 Compared
                    to Year Ended December 31, 1994
                 -------------------------------------

     Total Net  Profits increased  $40,139 (2.3%)  for the  year ended
December 31, 1995 as compared to the year ended December 31, 1994.  Of
this increase, approximately $163,000 and $534,000, respectively, were
related to an increase in the average price of oil sold and a decrease
in  production  expenses  incurred  by   the  owners  of  the  Working
Interests, partially offset by decreases of approximately $367,000 and
$94,000,  respectively, related to decreases in volumes of oil and gas
sold and a decrease of approximately $197,000 related to a decrease in
the average price of gas sold.  Volumes  of oil and gas sold decreased
23,663  barrels  and 58,465  Mcf,  respectively,  for the  year  ended
December 31,  1995 as compared  to the  year ended December  31, 1994.
The decrease in volumes of oil sold was primarily due  to (i) the sale
of one significant Net Profits Interest during the year ended December
31, 1995,  (ii) adjustments made in 1994 by a purchaser related to oil
sold  in prior periods, and  (iii) decreased production  due to normal
production  declines on a few  significant wells.   Average gas prices
decreased to $1.38 per Mcf  for the year ended December 31,  1995 from
$1.60  per Mcf   for the  year ended December  31, 1994.   Average oil
prices increased to $16.71 per barrel for the year ended  December 31,
1995 from $15.52 per barrel for the year ended December 31, 1994.

     Depletion of Net Profits Interests decreased $825,919 (35.4%) for
the  year  ended December  31,  1995  as compared  to  the  year ended
December  31,  1994 primarily  due  to extensions  and  discoveries of
reserves and  upward revisions of previous  reserve estimates, coupled
with the decrease in equivalent units of production sold.

     As  set  forth  under  "Results of  Operations"  above,  the  P-7
Partnership recognized a non-cash  charge against earnings of $187,916
for the  year ended December 31, 1995.   This impairment provision was
necessary  due  to  the unamortized  costs  of  Net  Profits Interests
exceeding the expected undiscounted future  net revenues from such Net
Profits Interests,  in accordance with the  P-7 Partnership's adoption
of SFAS No. 121 on October  1, 1995.  No similar charge was  necessary
during  the year ended December  31, 1994 under  the P-7 Partnership's
prior impairment policy.

     General and administrative expenses remained  relatively constant
for the year  ended December 31,  1995 as compared  to the year  ended
December  31, 1994.   As a percentage  of Net  Profits, these expenses
were 12.9% and 13.5%,  respectively, for the years ended  December 31,
1995 and 1994.  

                                  25
<PAGE>
<PAGE>
                            P-8 Partnership
                            ---------------

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

     Total  Net Profits  decreased $24,643  (1.8%) for the  year ended
December 31, 1996 as compared to the year ended December 31, 1995.  Of
this  decrease, approximately $13,000 and $239,000, respectively, were
related to decreases in volumes of oil and gas sold and  a decrease of
approximately  $404,000  was  related  to an  increase  in  production
expenses attributable  to the  Working Interests, partially  offset by
increases  of  approximately   $279,000  and  $369,000,  respectively,
related  to increases  in  the average  prices of  oil  and gas  sold.
Volumes of oil  and gas sold  decreased 777  barrels and 177,141  Mcf,
respectively, for the year ended December 31, 1996 as  compared to the
year ended December 31, 1995.  The decrease in volumes of gas sold was
primarily  due to  (i) the  normal declines  in production  on several
wells  due to diminished gas  reserves, (ii) a  negative gas balancing
adjustment made  by the  operator on  one well  during the  year ended
December  31, 1996, (iii) negative  prior period volume adjustments on
two wells during the year ended December 31, 1996, and (iv) a positive
prior  period  volume adjustment  on one  well  during the  year ended
December  31, 1995.  The increase in production expenses was primarily
due to  (i) an increase  in production  taxes, (ii) a  lease operating
expense adjustment recognized during the  year ended December 31, 1996
associated with changes in  estimates by third party operators  of gas
balancing  positions on  certain  wells, and  (iii) workover  expenses
incurred  on three  wells during the  year ended December  31, 1996 in
order to improve  the recovery  of reserves, partially  offset by  the
decrease in  volumes of gas  sold during  the year ended  December 31,
1996 as compared to the year ended December 31, 1995.  Average oil and
gas  prices  increased  to  $20.14  per  barrel  and  $2.09  per  Mcf,
respectively, for the  year ended  December 31, 1996  from $16.67  per
barrel  and $1.35 per Mcf,  respectively, for the  year ended December
31, 1995.

     Depletion of Net Profits Interests decreased $233,745 (23.5%) for
the  year  ended  December 31,  1996  as compared  to  the  year ended
December  31, 1995.   Of  this decrease,  approximately one-third  was
related  to four significant wells  which were fully  depleted in 1995
due  to a lack of remaining reserves  and the other two-thirds of this
decrease were primarily due to (i) a decrease in capitalized costs due
to an  impairment provision  recognized during  the fourth  quarter of
1995, (ii) upward revisions in the estimates of remaining oil reserves
at December 31,  1996, and (iii) the  decrease in equivalent  units of
production sold during the year ended December 31, 1996 as compared to
the  year  ended December  31,  1995,  partially  offset  by  downward
revisions in the estimates  of remaining gas reserves at  December 31,


                                  26
<PAGE>
<PAGE>
1996.  As a percentage of  Net  Profits,  this  expense  decreased  to  
57.4%  for the  year  ended December 31, 1996 from 73.7% for the  year  
ended December 31, 1995. This decrease was primarily due to the dollar 
decrease in depletion of Net Profits Interests discussed above and the 
increases in the average prices of oil and gas  sold  during  the year 
ended December 31, 1996 as compared to the year ended December 31, 1995.  

     As  set forth  under  "Results  of  Operations"  above,  the  P-8
Partnership recognized a non-cash  charge against earnings of $243,909
for the year  ended December 31, 1995.  This  impairment provision was
necessary due  to  the  unamortized  costs of  Net  Profits  Interests
exceeding the undiscounted  future net revenues from such  Net Profits
Interests,  in accordance with the  P-8 Partnership's adoption of SFAS
No.  121.   No similar  charge  was necessary  during  the year  ended
December 31, 1996 under SFAS No. 121.

     General and administrative  expenses remained relatively constant
for  the year ended  December 31, 1996  as compared to  the year ended
December  31, 1995.   As a  percentage of Net  Profits, these expenses
remained  relatively constant at 10.5% for the year ended December 31,
1996 as compared to 10.6% for the year ended December 31, 1995.

     The Limited  Partners in the  P-8 Partnership have  received cash
distributions through  December 31, 1996 totaling  $4,395,583 or 37.8%
of Limited Partner capital contributions.



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

     Total Net Profits increased $370,081  (37.9%) for the year  ended
December 31, 1995 as compared to the year ended December 31, 1994.  Of
this  increase, approximately  $595,000 was  related to a  decrease in
operating  expenses   attributable  to  the   Working  Interests   and
approximately  $85,000  and  $93,000, respectively,  were  related  to
increases in both the volumes of gas sold and the average price of oil
sold.     These  increases  were  partially  offset  by  decreases  of
approximately   $213,000  and   $189,000,  respectively,   related  to
decreases in  both volumes of  oil sold and  the average price  of gas
sold.  Volumes of oil sold decreased 13,701 barrels and volumes of gas
sold increased  52,088 Mcf  for the  year ended  December 31,  1995 as
compared to the year ended December 31, 1994.  The decrease in volumes
of oil  sold was primarily due to (i) the  sale of one significant Net
Profits  Interest  during  the  year  ended December  31,  1995,  (ii)
adjustments made in  1994 by a purchaser related to  oil sold in prior
periods,  and (iii) decreased production  due to normal  declines on a
few significant wells.  Average gas prices  decreased to $1.35 per Mcf
for the year  ended December 31, 1995 from $1.63 per Mcf  for the year

                                  27
<PAGE>
<PAGE>
ended December 31,  1994.  Average oil prices increased  to $16.67 per 
barrel for the year ended December 31, 1995 from $15.53 per barrel for 
the year ended December 31, 1994.

     Depletion of Net Profits Interests decreased $731,312 (42.4%) for
the  year ended  December  31, 1995  as  compared  to the  year  ended
December  31,  1994 primarily  due  to extensions  and  discoveries of
reserves and  upward revisions of previous  reserve estimates, coupled
with the decrease in the equivalent units of production sold.

     As  set  forth  under  "Results  of  Operations"  above, the  P-8
Partnership recognized a non-cash  charge against earnings of $243,909
for the year ended  December 31, 1995.  This  impairment provision was
necessary  due  to the  unamortized  costs  of Net  Profits  Interests
exceeding the expected undiscounted future net revenues  from such Net
Profits Interests,  in accordance with the  P-8 Partnership's adoption
of SFAS No. 121 on  October 1, 1995.  No similar charge  was necessary
during  the year ended December  31, 1994 under  the P-8 Partnership's
prior impairment policy.

     General and administrative expenses remained  relatively constant
for the year  ended December 31,  1995 as compared  to the year  ended
December 31, 1994.   As a  percentage of Net  Profits, these  expenses
decreased to 10.6% for the year ended December 31, 1995 from 14.9% for
the year ended December 31, 1994 primarily due to the  increase in Net
Profits discussed above.  


     Average Proceeds and Units of Production 

     The following is a  comparison of the annual equivalent  units of
production  (one barrel  of oil  or six  Mcf of  gas) and  the average
proceeds  received per equivalent unit  of production for  the oil and
gas sales  attributable to the Partnerships' Net  Profits Interest for
the  years ended  December 31,  1996, 1995, and  1994.   These factors
comprise the  change in oil and gas sales discussed in the "Results of
Operations" section above.

                                  28
<PAGE>
<PAGE>
                         1996 Compared to 1995
                         ---------------------

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

 P-7          255,207  285,329  (11%)      $8.58  $6.33     36%
 P-8          163,726  194,026  (16%)       8.08   6.94     16%


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

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

 P-7          285,329  318,736  (10%)      $6.33  $5.54     14%
 P-8          194,026  199,046  ( 3%)       6.94   4.91     41%


     Liquidity and Capital Resources

     Net proceeds from operations less necessary operating capital are
distributed to the Limited Partners  on a quarterly basis.   See "Item
5. Market for  Units and  Related Limited Partner  Matters."  The  net
proceeds  from  the  Net  Profits  Interests  are  not  reinvested  in
productive assets.    Assuming production  levels for  the year  ended
December  31, 1996,  the  P-7  and  P-8 Partnerships'  proved  reserve
quantities at December 31, 1996 would have a life of approximately 8.4
and 8.3 years, respectively, for oil  reserves and 5.5 and 5.1  years,
respectively, for gas reserves.

     The Partnerships' available  capital from  the Limited  Partners'
subscriptions has been spent on Net Profits Interests and there should
be no  further material  capital resource  commitments in  the future.
The Partnerships  have  no debt  commitments.   Cash  for  operational
purposes  will  be  provided by  revenues  from  current  oil and  gas
production.

                                  29
<PAGE>
<PAGE>
     The Samson Companies are  currently in the process  of evaluating
certain oil and  gas properties  owned by the  Partnerships and  other
entities of  the Samson Companies.  As a result of such evaluation, it
is expected  that certain of  these properties  will be placed  in bid
packages and offered  for sale during the  first half of 1997.   It is
likely that the Partnerships will have a Net Profits  Interest in some
of the  properties being  sold.  It  is currently  estimated that  the
value of such  sales, as a percentage of total  proved reserves of any
Partnership, will range from 1% to 20%.

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

     Following completion  of any sale, the  Partnerships' quantity of
proved reserves  will  be reduced.    It  is also  possible  that  the
Partnerships' repurchase  values and  future cash  distributions could
decline  as a result of a reduction of the Partnerships' reserve base.
On  the other  hand,  the  General  Partner  believes  there  will  be
beneficial  operating   efficiencies  related  to   the  Partnerships'
remaining  properties.    This is primarily  due to the  fact that the
properties being considered for sale are more likely to  bear a higher
ratio  of  operating  expenses  as  compared  to  reserves   than  the
properties not  being considered  for sale.   The net  effect of  such
property  sales is difficult to predict as  of the date of this Annual
Report.

     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 Interest,  which will  be
affected (either positively or negatively) by many factors  beyond the
control of the Partnerships, including the price of and demand for oil
and gas and other market and economic conditions.  Even  if prices and
costs remain  stable, the amount  of cash available  for distributions
will decline over  time (as  the volume of  production from  producing
properties  declines)   since  the  Partnerships   are  not  replacing
production  through acquisitions  of  Net Profits  Interests in  other
producing  properties and drilling.   If the Partnerships  sell any of
their  Net Profits  Interests  as discussed  above, the  Partnerships'
quantity of proved reserves will be reduced; therefore, it is possible
that  the Partnerships' future  cash distributions could  decline as a
result of a reduction of the Partnerships' reserve base.

                                  30
<PAGE>
<PAGE>
     Inflation and Changing Prices

     Prices obtained for  oil and gas production depend  upon numerous
factors,  including the  extent  of domestic  and foreign  production,
foreign imports of  oil, market demand, domestic  and foreign economic
conditions in general, and governmental regulations and tax laws.  The
general level  of inflation  in the economy  did not  have a  material
effect on  the operations of  the Partnerships in  1996.  Oil  and gas
prices  have fluctuated  during recent  years and  generally have  not
followed the same pattern  as inflation.   See "Item  2.  Properties -
Oil and Gas Production, Revenue, and Price History."



ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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


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

     None.  

                                  31
<PAGE>
<PAGE>
                               PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER

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

           Name        Age   Position with Geodyne 
     ----------------  ---  --------------------------------
     Dennis R. Neill    45  President and Director

     Judy K. Fox        46  Secretary

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

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

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

                                  32
<PAGE>
<PAGE>
ITEM 11.  EXECUTIVE COMPENSATION

     The  General Partner and its affiliates are reimbursed for actual
general  and administrative  costs  and operating  costs incurred  and
attributable  to the conduct of the business affairs and operations of
the Partnerships, computed on a  cost basis, determined in  accordance
with generally accepted accounting  principles.  Such reimbursed costs
and  expenses  allocated  to  the Partnerships  include  office  rent,
secretarial,   employee   compensation   and   benefits,   travel  and
communication costs,  fees for professional services,  and other items
generally classified as general or administrative expense.  The amount
of general and administrative expense allocated to the General Partner
and its affiliates and charged to each Partnership for the years ended
December 31, 1996, 1995, and 1994 is set forth in the table below.


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

               P-7        $198,636  $198,636  $206,911
               P-8        $122,280  $122,280  $127,375

     None  of the officers or directors of the General Partner receive
compensation   directly  from  the  Partnerships.    The  Partnerships
reimburse  the General Partner or  its affiliates for  that portion of
such officers'  and directors'  salaries and expenses  attributable to
time devoted by such individuals  to the Partnerships' activities. The
following  tables  indicate  the  approximate amount  of  general  and
administrative expense  reimbursement attributable to  the salaries of
the  directors, officers, and employees of the General Partner and its
affiliates for the years ended December 31, 1996, 1995, and 1994:  

                                  33
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                     Salary Reimbursements

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

                                                         Long Term Compensation
                                                     -------------------------------
                            Annual Compensation             Awards           Payouts
                         -------------------------   ---------------------   -------
                                                                   Securi-
                                            Other                   ties                 All
     Name                                   Annual   Restricted    Under-               Other
      and                                  Compen-     Stock       lying      LTIP     Compen-
   Principal             Salary     Bonus  sation     Award(s)    Options/   Payouts   sation
   Position       Year     ($)       ($)     ($)        ($)        SARs(#)     ($)       ($)
---------------   ----   -------   ------- -------   ----------   --------   -------   -------
<S>               <C>    <C>       <C>     <C>       <C>          <C>        <C>       <C>
C. Philip 
Tholen,
President,
Chief Executive
Officer(1)(2)     1994     -         -       -         -            -          -         -
                  1995     -         -       -         -            -          -         -
                  1996     -         -       -         -            -          -         -
Dennis R. Neill,
President(2)(3)   1996     -         -       -         -            -          -         -

All Executive
Officers, 
Directors,
and Employees
as a group(4)     1994   $109,663    -       -         -            -          -         -
                  1995   $108,455    -       -         -            -          -         -
                  1996   $116,202    -       -         -            -          -         -
----------
(1)  Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1 1996.
(2)  The general  and administrative expenses paid  by the P-7 Partnership  and attributable to
     salary reimbursements do not include any  salary or other compensation attributable to Mr.
     Tholen or Mr. Neill.
(3)  Mr. Neill became President of Geodyne on July 1 1996.
(4)  No officer or director of Geodyne or its affiliates provides full-time services to the P-7
     Partnership and no individual's  salary or other compensation  reimbursement from the  P-7
     Partnership equals or exceeds $100,000 per annum.  
</TABLE>

                                               34
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                     Salary Reimbursements

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

                                                         Long Term Compensation
                                                     -------------------------------
                            Annual Compensation             Awards           Payouts
                         -------------------------   ---------------------   -------
                                                                   Securi-
                                            Other                   ties                 All
     Name                                   Annual   Restricted    Under-               Other
      and                                  Compen-     Stock       lying      LTIP     Compen-
   Principal             Salary     Bonus  sation     Award(s)    Options/   Payouts   sation
   Position       Year     ($)       ($)     ($)        ($)        SARs(#)     ($)       ($)
---------------   ----   -------   ------- -------   ----------   --------   -------   -------
<S>               <C>    <C>       <C>     <C>       <C>          <C>        <C>       <C>
C. Philip 
Tholen,
President,
Chief Executive
Officer(1)(2)     1994     -         -       -         -            -          -         -
                  1995     -         -       -         -            -          -         -
                  1996     -         -       -         -            -          -         -
Dennis R. Neill,
President(2)(3)   1996     -         -       -         -            -          -         -

All Executive
Officers, 
Directors,
and Employees
as a group(4)     1994   $67,509     -       -         -            -          -         -
                  1995   $66,765     -       -         -            -          -         -
                  1996   $71,534     -       -         -            -          -         -
----------
(1)  Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1 1996.
(2)  The general  and administrative expenses paid  by the P-8 Partnership  and attributable to
     salary reimbursements do not include any salary or other compensation  attributable to Mr.
     Tholen or Mr. Neill.
(3)  Mr. Neill became President of Geodyne on July 1 1996.
(4)  No officer or director of Geodyne or its affiliates provides full-time services to the P-8
     Partnership and  no individual's salary or  other compensation reimbursement  from the P-8
     Partnership equals or exceeds $100,000 per annum.  
</TABLE>

                                               35
<PAGE>
<PAGE>
     During  1994 and 1995 El  Paso, an affiliate  of the Partnerships
until December 6, 1995, purchased a portion of the gas attributable to
the  Partnerships' Net Profits  Interests at market  prices and resold
such gas directly to end-users and local distribution companies.  

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

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


ITEM 12.  SECURITY   OWNERSHIP  OF   CERTAIN  BENEFICIAL   OWNERS  AND
          MANAGEMENT

     The  following table  provides information  as to  the beneficial
ownership of  the Units as of February 28, 1997 by (i) each beneficial
owner of  more than five percent of  the issued and outstanding Units,
(ii) the director and  officers of the General Partner,  and (iii) the
General  Partner and  its  affiliates.   The  address of  the  General
Partner, its officers  and director, and  Samson Resources Company  is
Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103.

                                  36
<PAGE>
<PAGE>
                                                 Number of Units
                                                   Beneficially
                                                  Owned (Percent
               Beneficial Owner                   of Outstanding)
--------------------------------------------    -------------------

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

  Samson Resources Company                      13,049.5  ( 6.9%)

  ATL, Inc.
  1200 Harbor Boulevard, 5th Floor
  Weehawken, NJ 07087                           54,896.0  (29.1%)

  All affiliates, directors, and officers of
    the General Partner as a group and the
    General Partner (4 persons)                 13,049.5  ( 6.9%)


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

  Samson Resources Company                      13,745.0  (11.8%)

  All affiliates, directors, and officers of
    the General Partner as a group and the
    General Partner (4 persons)                 13,745.0  (11.8%)



     Section 16(a) Beneficial Ownership Reporting Compliance

     On February  1, 1996 the Board of  Trustees for the Policemen and
Firemen Retirement  System of  the City  of  Detroit (the  "Retirement
System") conveyed 54,896 (29.1%)  of the Units of the  P-7 Partnership
to ATL,  Inc.   As  of the  date of  this Annual  Report, the  General
Partner has received no Report under Section  16 of the Securities and
Exchange Act  of 1934 (the  "Act") from  the Retirement  System.   The
General Partner believes that  the Retirement System's transaction was
not timely  reported under  Section 16  of the Act.   In  addition, on
March 11,  1996,  the General  Partner  received ATL,  Inc.'s  Initial
Statement of  Beneficial Ownership of Securities  on Form 3 by  way of
cover letter dated March 8,  1996.  The General Partner believes  that
ATL's transaction was not timely reported under Section 16 of the Act.

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

                                  37
<PAGE>
<PAGE>
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 the Samson Companies.  The Partnerships thus compete with
the  Samson Companies (including other currently sponsored oil and gas
partnerships)  for  the time  and resources  of  such personnel.   The
Samson Companies devote such  time and personnel to the  management of
the Partnerships as are indicated by the circumstances and as are con-
sistent with the General Partner's fiduciary duties.

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

                                  38
<PAGE>
<PAGE>
     As a result of Samson Investment Company's ("Samson") acquisition
of the  General Partner and  its affiliates, Samson,  PaineWebber, and
the  General Partner  and certain  of its  affiliates entered  into an
advisory  agreement  which  relates  primarily  to  the  Partnerships.
PaineWebber served as the  dealer manager of the original  offering of
Units.   The Advisory Agreement  will expire  on March 3,  1998.   The
Advisory Agreement  provides that: (i) Samson and  the General Partner
will  comply,   and  will  cause  the  Partnerships  to  comply,  with
provisions of the Partnership  Agreements (including all restrictions,
prohibitions, and  other  provisions  of  such  agreements  concerning
transactions in  which  Samson  or  its affiliates  purchase  or  sell
properties from or to, or render services to, the Partnerships and the
terms  of  such  agreements  relating  to  farmouts  of  oil  and  gas
properties),  and Samson will cause the General Partner to comply with
all applicable fiduciary duties;  (ii) Samson will review periodically
with PaineWebber  on a retrospective basis the  general operations and
performance  of  the  Partnerships  and  the  terms  of  any  material
transaction by a Partnership,  including any transaction that involves
participation by the  Samson Companies; and  (iii) Samson will  review
with PaineWebber on a prospective basis, and will allow PaineWebber to
advise Samson  and to  comment on, (A)  any General  Partner-initiated
amendment  to a  Partnership Agreement  which requires  a vote  of the
Limited Partners and (B) any proposal initiated by the General Partner
or  any of its affiliates that would involve a reorganization, merger,
or consolidation of  a Partnership, a sale of all or substantially all
of the assets of a Partnership (including a roll-up or corporate stock
exchange), the  liquidation or  dissolution of  a Partnership,  or the
exchange  of  cash,  securities,  or  other  assets  for  all  or  any
outstanding Units.

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

                                  39
<PAGE>
<PAGE>
     Pursuant  to  the Advisory  Agreement,  the  General Partner  has
agreed to  reimburse PaineWebber for all  reasonable expenses incurred
by  it in  connection with  the matters  contemplated by  the Advisory
Agreement, and Samson  has agreed to indemnify PaineWebber and certain
related parties  from certain liabilities incurred  in connection with
the Advisory Agreement.

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

                                  40
<PAGE>
<PAGE>
                                PART IV

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


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

          (1)  Financial   Statements:      The  following   financial
               statements for the Geodyne Institutional/Pension Energy
               Income   Limited  Partnership   P-7  and   the  Geodyne
               Institutional/Pension Energy Income Limited Partnership
               P-8 as of  December 31, 1996 and 1995 and for the three
               years ended December 31, 1996 are filed as part of this
               report:

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

          (2)  Financial Statement Schedules:

                    None.  

          (3)  Exhibits:

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

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

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

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

                                  41
<PAGE>
<PAGE>
               4.3  Second  Amendment to Agreement of Limited Partner-
                    ship   of  Geodyne   Institutional/Pension  Energy
                    Income  Limited Partnership P-7,  filed as Exhibit
                    4.1  to  Registrants' Current  Report on  Form 8-K
                    dated August 2, 1993 filed  with the SEC on August
                    10, 1993 and is hereby incorporated by reference.

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

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

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

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

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

          *    27.1 Financial   Data   Schedule   containing   summary
                    financial information extracted  from the  Geodyne
                    Institutional/Pension   Energy    Income   Limited
                    Partnership  P-7's  financial  statements   as  of
                    December 31, 1996 and  for the year ended December
                    31, 1996.

                                  42
<PAGE>
<PAGE>
          *    27.2 Financial   Data   Schedule   containing   summary
                    financial information extracted  from the  Geodyne
                    Institutional/Pension   Energy    Income   Limited
                    Partnership  P-8's  financial  statements   as  of
                    December 31, 1996 and  for the year ended December
                    31, 1996.


               All other Exhibits are omitted as inapplicable.

               ----------

               *Filed herewith.


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

          None.
                                  43
<PAGE>
<PAGE>
                              SIGNATURES

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

                              GEODYNE   INSTITUTIONAL/PENSION   ENERGY
                              INCOME LIMITED PARTNERSHIP P-7


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


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

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

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

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

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

                                   44
<PAGE>
<PAGE>
                              SIGNATURES

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

                              GEODYNE   INSTITUTIONAL/PENSION   ENERGY
                              INCOME LIMITED PARTNERSHIP P-8


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


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

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

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

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

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

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

                   REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-7


     We have audited  the balance sheets  of the Geodyne  Institution-
al/Pension Energy Income Limited  Partnership P-7, an Oklahoma limited
partnership,  as of  December  31,  1996  and  1995  and  the  related
statements of operations, changes  in partners' capital (deficit), and
cash  flows for  the years  ended December  31, 1996, 1995,  and 1994.
These financial statements are the responsibility of the Partnership's
management.   Our  responsibility is  to express  an opinion  on these
financial statements based on our audits.

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

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

     As discussed in Note  1 to the financial statements,  the Geodyne
Institutional/Pension  Energy Income  Limited Partnership  P-7 changed
its method of accounting  for impairment of its Net  Profits Interests
on October 1, 1995.




                              COOPERS & LYBRAND L.L.P.

Tulsa, Oklahoma
March 22, 1997

                                  F-1
<PAGE>
<PAGE>
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-7
                            Balance Sheets
                      December 31, 1996 and 1995

                                ASSETS
                                ------

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

CURRENT ASSETS:
  Cash and cash equivalents           $  643,415     $  270,118
  Accounts receivable:
    Net Profits                          364,612        309,444
                                       ---------      ---------

      Total current assets            $1,008,027     $  579,562

NET PROFITS INTERESTS, net, utilizing
  the successful efforts method        7,321,103      8,395,716
                                       ---------      ---------

                                      $8,329,130     $8,975,278
                                       =========      =========


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

PARTNERS' CAPITAL (DEFICIT):
  General Partner                    ($   92,242)   ($   45,524)
  Limited Partners, issued and
    outstanding 188,702 Units          8,421,372      9,020,802
                                       ---------      ---------

    Total Partners' capital           $8,329,130     $8,975,278
                                       ---------      ---------

                                      $8,329,130     $8,975,278
                                       =========      =========

                The accompanying notes are an integral
                  part of these financial statements.
                                  F-2
<PAGE>
<PAGE>
       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-7
                            Statements of Operations
              For the Years Ended December 31, 1996, 1995 and 1994


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

REVENUES:
  Net Profits                       $2,189,073    $1,805,775    $1,765,636
  Interest and other income             16,123        11,466         9,256
  Gain (loss) on sale of 
    Net Profits Interests              192,767         1,834   (   107,283)
                                     ---------     ---------     ---------

                                    $2,397,963    $1,819,075    $1,667,609

COSTS AND EXPENSES:
  Depletion of Net 
    Profits Interests               $1,071,822    $1,508,614    $2,334,533
  Impairment provision                    -          187,916          -
  General and administrative           226,523       233,502       238,342
                                     ---------     ---------     ---------

                                    $1,298,345    $1,930,032    $2,572,875
                                     ---------     ---------     ---------

NET INCOME (LOSS)                   $1,099,618   ($  110,957)  ($  905,266)
                                     =========     =========     =========

GENERAL PARTNER - NET INCOME        $   97,048    $   62,313    $   48,118
                                     =========     =========     =========

LIMITED PARTNERS - NET 
  INCOME (LOSS)                     $1,002,570   ($  173,270)  ($  953,384)
                                     =========     =========     =========

NET INCOME (LOSS) per Unit          $     5.31   ($      .92)  ($     5.05)
                                     =========     =========     =========

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

                The accompanying notes are an integral
                  part of these financial statements.
                                  F-3
<PAGE>
<PAGE>
  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-7
         Statements of Changes in Partners' Capital (Deficit)
         For the Years Ended December 31, 1996, 1995 and 1994


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

Balance, Dec. 31, 1993    $13,332,456    $ 11,045    $13,343,501
  Net income (loss)      (    953,384)     48,118   (    905,266)
  Cash distributions     (  1,960,000)  ( 104,000)  (  2,064,000)
                           ----------     -------     ----------

Balance, Dec. 31, 1994    $10,419,072   ($ 44,837)   $10,374,235
  Net income (loss)      (    173,270)     62,313   (    110,957)
  Cash distributions     (  1,225,000)  (  63,000)  (  1,288,000)
                           ----------     -------     ----------

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

Balance, Dec. 31, 1996    $ 8,421,372   ($ 92,242)   $ 8,329,130
                           ==========     =======     ==========

                The accompanying notes are an integral
                  part of these financial statements.
                                  F-4
<PAGE>
<PAGE>
  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-7
                       Statements of Cash Flows
         For the Years Ended December 31, 1996, 1995 and 1994

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

CASH FLOWS FROM OPERATING
  ACTIVITIES:
  Net income (loss)            $1,099,618   ($  110,957)  ($  905,266)
  Adjustments to reconcile
    net income (loss) to net 
    cash provided by operating
    activities:
  Depletion of Net 
    Profits Interests           1,071,822     1,508,614     2,334,533
  Impairment provision               -          187,916          -
  (Gain) loss on sale of 
    Net Profits Interests     (   192,767)  (     1,834)      107,283
  (Increase) decrease in
    accounts receivable       (    55,168)  (   141,074)      159,531
                                ---------     ---------     ---------
  Net cash provided by
    operating activities       $1,923,505    $1,442,665    $1,696,081
                                ---------     ---------     ---------

CASH FLOWS FROM INVESTING
  ACTIVITIES:
  Capital expenditures        ($  254,128)  ($  217,704)  ($  401,803)
  Proceeds from sale of 
    Net Profits Interests         449,686        51,112        89,074
                                ---------     ---------     ---------
  Net cash provided (used) by 
    investing activities       $  195,558   ($  166,592)  ($  312,729)
                                ---------     ---------     ---------

CASH FLOWS FROM FINANCING
  ACTIVITIES:
  Cash distributions          ($1,745,766)  ($1,288,000)  ($2,064,000)
                                ---------     ---------     ---------
  Net cash used by
    financing activities      ($1,745,766)  ($1,288,000)  ($2,064,000)
                                ---------     ---------     ---------
NET INCREASE (DECREASE) IN 
  CASH AND CASH EQUIVALENTS    $  373,297   ($   11,927)  ($  680,648)

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD             270,118       282,045       962,693
                                ---------     ---------     ---------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                $  643,415    $  270,118    $  282,045
                                =========     =========     =========

                The accompanying notes are an integral
                  part of these financial statements.
                                  F-5
<PAGE>
<PAGE>
                   REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-8

     We have audited  the balance sheets  of the Geodyne  Institution-
al/Pension Energy Income Limited  Partnership P-8, an Oklahoma limited
partnership,  as of  December  31,  1996  and  1995  and  the  related
statements of operations, changes  in partners' capital (deficit), and
cash  flows for the  years ended  December 31,  1996, 1995,  and 1994.
These financial statements are the responsibility of the Partnership's
management.   Our  responsibility is  to express  an opinion  on these
financial statements based on our audits.

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

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

     As discussed in Note  1 to the financial statements,  the Geodyne
Institutional/Pension  Energy Income  Limited Partnership  P-8 changed
its method of accounting  for impairment of its Net  Profits Interests
on October 1, 1995.




                              COOPERS & LYBRAND L.L.P.


Tulsa, Oklahoma
March 22, 1997

                                  F-6
<PAGE>
<PAGE>
  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-8
                            Balance Sheets
                      December 31, 1996 and 1995

                                ASSETS
                                ------
                                         1996           1995
                                     -------------  -------------

CURRENT ASSETS:
  Cash and cash equivalents           $  488,063     $   208,319
  Accounts receivable:
    Net Profits                           88,232         136,877
                                       ---------      ----------

      Total current assets            $  576,295     $   345,196

NET PROFITS INTERESTS, net, utilizing 
  the successful efforts method        4,151,147       4,927,730
                                       ---------      ----------

                                      $4,727,442     $ 5,272,926
                                       =========      ==========

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

PARTNERS' CAPITAL (DEFICIT):
  General Partner                    ($   54,315)   ($    20,601)
  Limited Partners, issued and
    outstanding 116,168 Units          4,781,757       5,293,527
                                       ---------      ----------

    Total Partners' capital           $4,727,442     $ 5,272,926
                                       ---------      ----------

                                      $4,727,442     $ 5,272,926
                                       =========      ==========
   
             The accompanying notes are an integral
                  part of these financial statements.
                                  F-7
<PAGE>
<PAGE>
       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-8
                            Statements of Operations
              For the Years Ended December 31, 1996, 1995 and 1994


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

REVENUES:
  Net Profits                       $1,322,349    $1,346,992    $  976,911
  Interest and other income              9,693        10,567         6,412
  Gain (loss) on sale of 
    Net Profits Interests               75,987   (     3,311)  (    80,656)
                                     ---------     ---------     ---------

                                    $1,408,029    $1,354,248    $  902,667

COSTS AND EXPENSES:
  Depletion of Net 
    Profits Interests               $  758,944    $  992,689    $1,724,001
  Impairment provision                    -          243,909          -
  General and administrative           139,503       142,261       145,568
                                     ---------     ---------     ---------

                                    $  898,447    $1,378,859    $1,869,569
                                     ---------     ---------     ---------

NET INCOME (LOSS)                   $  509,582   ($   24,611)  ($  966,902)
                                     =========     =========     =========

GENERAL PARTNER - NET INCOME        $   55,352    $   48,233    $   20,615
                                     =========     =========     =========

LIMITED PARTNERS - NET INCOME 
  (LOSS)                            $  454,230   ($   72,844)  ($  987,517)
                                     =========     =========     =========

NET INCOME (LOSS) per Unit          $     3.91   ($      .63)  ($     8.50)
                                     =========     =========     =========

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

                The accompanying notes are an integral
                  part of these financial statements.
                                  F-8
<PAGE>
<PAGE>
       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-8
              Statements of Changes in Partners' Capital (Deficit)
              For the Years Ended December 31, 1996, 1995 and 1994


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

Balance, Dec. 31, 1993    $8,368,888     $17,051     $8,385,939
  Net income (loss)      (   987,517)     20,615    (   966,902)
  Cash distributions     ( 1,135,000)   ( 62,000)   ( 1,197,000)
                           ---------      ------      ---------

Balance, Dec. 31, 1994    $6,246,371    ($24,334)    $6,222,037
  Net income (loss)      (    72,844)     48,233    (    24,611)
  Cash distributions     (   880,000)   ( 44,500)   (   924,500)
                           ---------      ------      ---------

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

Balance, Dec. 31, 1996    $4,781,757    ($54,315)    $4,727,442
                           =========      ======      =========

                The accompanying notes are an integral
                  part of these financial statements.
                                  F-9
<PAGE>
<PAGE>
       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-8
                            Statements of Cash Flows
              For the Years Ended December 31, 1996, 1995 and 1994

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

CASH FLOWS FROM OPERATING
  ACTIVITIES:
  Net income (loss)            $  509,582   ($   24,611)  ($  966,902)
  Adjustments to reconcile
    net income (loss) to net 
    cash provided by operating
    activities:
  Depletion of Net
    Profits Interests             758,944       992,689     1,724,001
  Impairment provision               -          243,909          -
  (Gain) loss on sale of 
    Net Profits Interests     (    75,987)        3,311        80,656
  (Increase) decrease in
    accounts receivable            48,645   (   136,877)      289,562
  Increase (decrease) in
    accounts payable                 -      (    77,959)       77,959
                                ---------     ---------     ---------
  Net cash provided by
    operating activities       $1,241,184    $1,000,462    $1,205,276
                                ---------     ---------     ---------

CASH FLOWS FROM INVESTING
  ACTIVITIES:
  Capital expenditures        ($  138,834)  ($   94,569)  ($  326,447)
  Proceeds from sale of 
    Net Profits Interests         232,460        28,170        49,280
                                ---------     ---------     ---------
  Net cash provided (used) by 
    investing activities       $   93,626   ($   66,399)  ($  277,167)
                                ---------     ---------     ---------

CASH FLOWS FROM FINANCING
  ACTIVITIES:
  Cash distributions          ($1,055,066)  ($  924,500)  ($1,197,000)
                                ---------     ---------     ---------
  Net cash used by
    financing activities      ($1,055,066)  ($  924,500)  ($1,197,000)
                                ---------     ---------     ---------
NET INCREASE (DECREASE) IN 
   CASH AND CASH EQUIVALENTS   $  279,744    $    9,563   ($  268,891)

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD             208,319       198,756       467,647
                                ---------     ---------     ---------

CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                $  488,063    $  208,319    $  198,756
                                =========     =========     =========

                The accompanying notes are an integral
                  part of these financial statements.
                                 F-10
<PAGE>
<PAGE>
                     GEODYNE INSTITUTIONAL/PENSION
             ENERGY INCOME PROGRAM II LIMITED PARTNERSHIPS
                   Notes to the Financial Statements
         For the Years Ended December 31, 1996, 1995 and 1994


1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization and Nature of Operations

     The Geodyne Institutional/Pension  Energy Income Limited Partner-
ships (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  (the
"Affiliated Programs").  

     Net profits interests entitle the Partnerships to a share of net 
revenues from  producing properties measured by  a specific percentage
of the net profits  realized by such Affiliated Programs as  owners of
the  working  interests in  the  producing properties.    Except where
otherwise noted,  references to certain operational  activities of the
Partnerships  include the activities  of the Affiliated  Programs.  As
the  holder of a net profits interest,  a Partnership is not liable to
pay  any amount  by which  oil and  gas operating  costs and  expenses
exceed  revenues for any  period, although any  deficit, together with
interest,  is applied to reduce the amounts payable to the Partnership
in subsequent periods.   As  used in these  financial statements,  the
Partnerships' net profits and  royalty interests in oil and  gas sales
are referred to as "Net Profits" and the Partnerships' net profits and
royalty interests in  oil and gas properties  are referred to as  "Net
Profits Interests." 

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

                                               Limited
                            Date of         Partner Capital
        Partnership       Activation         Contributions
        -----------    -----------------    ---------------

            P-7        February 28, 1992      $18,870,200
            P-8        February 28, 1992      $11,616,800

                                 F-11
<PAGE>
<PAGE>
     An affiliate of  the General  Partner owned  12,268.5 (6.5%)  and
13,468  (11.6%) of the P-7 and  P-8 Partnerships' Units, respectively,
at December 31, 1996.  

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


     Allocation of Costs and Revenues

     Each   Partnership's  Agreement   of  Limited   Partnership  (the
"Partnership  Agreement")  allocates  costs  and  income  between  the
Limited Partners and General Partner as follows:

                              Before Payout       After Payout
                            -----------------   -----------------
                            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(1)     5%       95%        15%      85%

         Income
-------------------------

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

----------

                                 F-12
<PAGE>
<PAGE>
(1)  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 due from a variety of oil and
gas purchasers subject  the Partnerships to a  concentration of credit
risk.   Some of  these  purchasers are  discussed in  Note  3 -  Major
Customers.  Subsequent  to year-end, all oil and  gas sales accrued as
of December 31, 1996 have been collected.  


     Net Profits Interests

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

                                 F-13
<PAGE>
<PAGE>
based upon an individual property  assessment.   Upon  discovery  of  
commercial reserves,  net profits interests in unproved  properties 
are transferred to producing properties.

     Depletion of the cost of Net Profits Interests is computed on the
units-of-production   method.     The  Partnerships'   calculation  of
depletion   of   its   Net  Profits   Interests   includes   estimated
dismantlement and abandonment costs,  net of estimated salvage values.
The depletion rates per  equivalent barrel of oil produced  during the
years ended December 31, 1996, 1995, and 1994 were as follows:  


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

                     P-7        4.20  5.29  7.32
                     P-8        4.64  5.12  8.66


     Effective   October  1,  1995,   the  Partnerships   adopted  the
requirements of  Statement of Financial Accounting  Standards ("SFAS")
No.  121,  "Accounting for  the Impairment  of  Long Lived  Assets and
Assets  Held  for  Disposal,"  which is  intended  to  establish  more
consistent  accounting standards  for measuring the  recoverability of
long-lived  assets.     SFAS  No.  121   requires  successful  efforts
companies, like  the Partnerships,  to evaluate the  recoverability of
the carrying costs of their Net Profits  Interests at the lowest level
for  which  there  are  identifiable  cash   flows  that  are  largely
independent  of  the  cash  flows  of  other  groups  of  Net  Profits
Interests.  With  respect to the Partnerships' Net  Profits Interests,
this  evaluation was  performed for  each field,  rather than  for the
Partnerships' Net Profits  Interests as a whole  as previously allowed
by  the  Securities and  Exchange Commission  ("SEC").   SFAS  No. 121
provides that if the unamortized costs of Net Profits Interests exceed
the expected  undiscounted future  cash flows  from  such Net  Profits
Interests, the  cost of  the Net Profits  Interest is written  down to
fair  value, which is determined  by using the  discounted future cash
flows.  As a result of the Partnerships' adoption of SFAS No. 121, the
P-7 and P-8  Partnerships recorded a non-cash charge  against earnings
(impairment  provision)  in  the  amount  of  $187,916  and  $243,909,
respectively, during  the fourth quarter for 1995.  No such charge was
recorded during the year ended December 31, 1996 under SFAS No. 121 or
during  the year ended December 31, 1994 pursuant to the Partnerships'
prior impairment policy.  
                                 F-14
<PAGE>
<PAGE>
     Subsequent to December  31, 1996,  the oil and  gas industry  has
seen a  drop in oil and  gas prices.  The  Partnerships' reserves were
determined at December 31, 1996 using oil and gas prices of $23.75 per
barrel and $3.57 per Mcf, respectively.  As of the date of this Annual
Report on Form 10-K,  oil and gas prices received by  the Partnerships
have decreased to approximately  $19.00 per barrel and $1.60  per Mcf,
respectively (the "Filing Date  Prices").  If the Filing  Date Prices,
as  opposed to  December 31, 1996  prices, were used  to determine the
recoverability of  the Partnerships' oil and  gas reserves, impairment
provisions  in  the  following  approximate amounts  would  have  been
required at December 31, 1996:

               Partnership          Amount
               -----------         --------
                  P-7              $687,000
                  P-8               651,000

If the Filing Date  Prices are in effect on March  31, 1997, the above
impairment provisions will be reflected in the Partnerships' financial
statements as of March  31, 1997.  Impairment provisions do not impact
the Partnerships' cash flows  from operating activities; however, they
do impact the amount  of General Partner and Limited  Partner capital.
The  risk that  the Partnerships  will be  required to  record further
impairment  provisions  in  the  future,  beyond  those  noted  above,
increases when oil and gas prices are depressed.  Accordingly, the P-7
Partnership  has  Net Profits  Interests in  five  fields and  the P-8
Partnership has Net  Profits Interests in four  fields in which it  is
reasonably possible that impairment provisions will be recorded in the
near term if gas prices decrease below the Filing Date Prices.

     Revenues from a net  profits interest consist of  a share of  the
oil  and  gas sales  of the  property,  less operating  and production
expenses.
                                 F-15
<PAGE>
<PAGE>
     Accounts Receivable (Accounts Payable) - Net Profits

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


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

       P-7        (15,505)  ($23,258)     (24,594)  ($47,220)
       P-8        (45,521)  ( 68,282)     (50,521)  ( 98,011)

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

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

       P-7        (101,400) ($222,106)    (  963)   ($ 1,708)
       P-8        (138,925) ( 262,138)    (9,578)   ( 13,399)


     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.

                                 F-16
<PAGE>
<PAGE>
     Use of Estimates in Financial Statements

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


     Income Taxes

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


2.   TRANSACTIONS WITH RELATED PARTIES

     The Partnerships  reimburse the  General Partner for  the general
and administrative  overhead applicable to the  Partnerships, based on
an allocation of actual costs incurred.  The following is a summary of
payments  made to  the  General  Partner  or  its  affiliates  by  the
Partnerships for general and administrative  costs for the years ended
December 31, 1996, 1995, and 1994:  


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

               P-7        $198,636  $198,636  $206,911
               P-8         122,280   122,280   127,375


     Affiliates of the Partnerships  operate certain of the properties
in  which  the Partnerships  owned a  Net  Profits Interest  and their
policy  is to  bill  the  owners  of the  working  interests  of  such
properties  for  all   customary  charges   and  cost   reimbursements
associated  with   these  activities,  together  with  any  compressor
rentals, consulting, or other services provided.

                                 F-17
<PAGE>
<PAGE>
     During  1995 and 1994, gas production from some of the properties
in which the Partnerships owned a  Net Profits Interest was sold to El
Paso Energy Marketing  Company, formerly known as Premier  Gas Company
("El Paso").   El Paso, like  other similar gas marketing  firms, then
resold such  gas to third  parties at market prices.   El Paso  was an
affiliate of the Partnerships until December 6, 1995.  

3.   MAJOR CUSTOMERS

     The  following  table  sets  forth  purchasers  who  individually
accounted  for more than ten percent of the Partnerships' combined oil
and  gas sales  during the years  ended December  31, 1996,  1995, and
1994:

     Partnership         Purchaser           Percentage
     -----------  ----------------------  -------------------
                                          1996   1995   1994
                                          -----  -----  -----

         P-7      National Cooperative
                    Refinery Association
                    ("NCRA")              27.4%  28.9%  24.9%
                  Scurlock Permian Corp.
                    ("Scurlock")          13.6%  14.3%  14.5%
                  El Paso                 12.3%  14.5%  15.3%

         P-8      NCRA                    26.3%  26.8%  23.4%
                  El Paso                 12.5%  13.1%  14.2%
                  Scurlock                11.4%  11.7%  12.0%


     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 their gas  and
in  maintaining  historic sales  levels.    Alternative purchasers  or
transporters may not be readily available.  


4.   SUPPLEMENTAL OIL AND GAS INFORMATION

     The following supplemental information  regarding the Net Profits
Interest activities  of the Partnerships is presented  pursuant to the
disclosure requirements promulgated by the SEC.

                                 F-18
<PAGE>
<PAGE>
     Capitalized Costs

     Capitalized   costs  and  accumulated   depletion  and  valuation
allowance at December 31, 1996 and 1995 were as follows:


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

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

Net Profits Interests in proved
  oil and gas properties              $14,219,421    $15,565,576

Net Profits Interests in unproved 
  oil and gas properties not 
  subject to depletion                    788,563        788,563
                                       ----------     ----------
                                      $15,007,984    $16,354,139

Accumulated depletion and 
  valuation allowance                (  7,686,881)  (  7,958,423)
                                       ----------     ----------

  Net Profits Interests, net          $ 7,321,103    $ 8,395,716
                                       ==========     ==========


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

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

Net Profits Interests in proved 
  oil and gas properties              $8,856,137     $ 9,723,903

Net Profits Interests in unproved 
  oil and gas properties not 
  subject to depletion                   402,077         402,077
                                       ---------      ----------
                                      $9,258,214     $10,125,980

Accumulated depletion and 
  valuation allowance                ( 5,107,067)   (  5,198,250)
                                       ---------      ----------

  Net Profits Interests, net          $4,151,147     $ 4,927,730
                                       =========      ==========

                                 F-19
<PAGE>
<PAGE>
     Costs Incurred

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


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

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

  Acquisition of Net
    Profits Interests       $   -        $   -        $   -

  Development costs          254,128      217,704      401,803
                             -------      -------      -------

                            $254,128     $217,704     $401,803
                             =======      =======      =======


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

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

  Acquisition of Net 
    Profits Interests       $   -        $   -        $   -

  Development costs          138,834       94,569      326,447
                             -------      -------      -------

                            $138,834     $ 94,569     $326,447
                             =======      =======      =======


     Quantities of Proved Oil and Gas Reserves - Unaudited

     The  following  table summarizes  changes  in  net quantities  of
proved  reserves   attributable  to  the  Partnerships'   Net  Profits
Interests, all  of which  are located  in the  United States,  for the
periods indicated.   The proved  reserves were estimated  by petroleum
engineers employed by affiliates of the Partnerships.  Certain reserve
information was  reviewed by Ryder Scott  Company Petroleum Engineers,
an independent petroleum engineering firm.

                                 F-20
<PAGE>
<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, 1993    1,317,726     8,187,932      748,521      4,961,621
  Production                         (  160,114)   (  951,731)    ( 94,955)    (  624,546)
  Sales of minerals in place         (      530)   (   90,373)    (    328)    (   50,270)
  Revisions of previous
    estimates                        (    7,029)      144,023        9,153        151,797
                                      ---------     ---------      -------      ---------

Proved reserves, December 31, 1994    1,150,053     7,289,851      662,391      4,438,602
  Production                         (  136,451)   (  893,266)    ( 81,254)    (  676,634)
  Sales of minerals in place         (      192)   (   16,694)    (    307)    (    8,947)
  Extensions and discoveries             32,819       168,986       19,777        110,498
  Revisions of previous
    estimates                           164,134       280,084       96,367        386,444
                                      ---------     ---------      -------      ---------

Proved reserves, December 31, 1995    1,210,363     6,828,961      696,974      4,249,963
  Production                         (  138,204)   (  702,019)    ( 80,477)    (  499,493)
  Sales of minerals in place         (   40,408)   (   96,649)    ( 20,978)    (   54,473)
  Extensions and discoveries             72,711        66,390       39,026         46,308
  Revisions of previous
    estimates                            61,094    (2,227,387)      35,363     (1,204,343)
                                      ---------     ---------      -------      ---------
                                      1,165,556     3,869,296      669,908      2,537,962
                                      =========     =========      =======      =========

Proved reserves, December 31, 1996                                                       

PROVED DEVELOPED RESERVES:
  December 31, 1994                   1,018,046     5,159,445        594,843    3,348,393
                                      =========     =========      =========    =========
  December 31, 1995                   1,080,211     4,722,406        630,379    3,171,967
                                      =========     =========      =========    =========
  December 31, 1996                   1,165,556     3,869,296        669,889    2,537,755
                                      =========     =========      =========    =========

</TABLE>
                                 F-21
<PAGE>
<PAGE>
     Standardized  Measure  of Discounted  Future  Net  Cash Flows  of
     Proved Oil and Gas Reserves - Unaudited

     The following summary  sets forth the  estimated future net  cash
flows as of  December 31,  1996 relating to  the Partnerships'  proved
reserves attributable to the  Partnerships' Net Profits Interest based
on the standardized measure as prescribed in SFAS No. 69:

                               P-7 Partnership    P-8 Partnership
                               ---------------    ---------------
Future cash inflows              $41,700,340        $25,249,508
Future production and
  development costs             ( 16,556,759)      (  9,714,764)
                                  ----------         ----------

    Future net cash flows        $25,143,581        $15,534,744

10% discount to reflect
  timing of cash flows          ( 10,096,502)      (  6,018,439)
                                  ----------         ----------

Standardized measure of
  discounted future 
  net cash flows                 $15,047,079        $ 9,516,305
                                  ==========         ==========

The process of estimating  oil and gas reserves is  complex, requiring
significant  subjective  decisions  in  the  evaluation  of  available
geological, engineering,  and economic data  for each reservoir.   The
data  for a  given reservoir may  change substantially over  time as a
result  of,  among  other  things,  additional  development  activity,
production history, and viability of production under varying economic
conditions;  consequently,  it  is reasonably  possible  that material
revisions  to existing reserve estimates may occur in the near future.
Although  every reasonable  effort has  been made  to ensure  that the
reserve  estimates   reported  herein  represent   the  most  accurate
assessment  possible, the  significance  of  the subjective  decisions
required  and variances in available data  for various reservoirs make
these estimates generally less  precise than other estimates presented
in connection with financial statement disclosures.  The Partnerships'
reserves were determined at December 31, 1996 using oil and gas prices
of $23.75 per barrel and $3.57 per Mcf, respectively.   As of the date
of this Annual Report, oil and gas prices received by the Partnerships
had  decreased to approximately $19.00  per barrel and  $1.60 per Mcf,
respectively.  If such prices, as opposed to December 31, 1996 prices,
were used in calculating the standardized measure of discounted future
net cash flows of the Partnerships'  proved oil and gas reserves as of
December 31, 1996, such  decrease would have had a  significant effect
on the value of the reserves disclosed herein.

                                 F-22
<PAGE>
<PAGE>
                           INDEX TO EXHIBITS
                           -----------------


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

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

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

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

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

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

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

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

                                 F-23
<PAGE>
<PAGE>
4.6       Third  Amendment  to  Agreement  of  Limited  Partnership of
          Geodyne   Institutional/Pension    Energy   Income   Limited
          Partnership P-8, filed as Exhibit 4.6 to Registrant's Annual
          Report on Form  10-K for  the year ended  December 31,  1995
          filed   with  the  SEC  on  April  1,  1996  and  is  hereby
          incorporated by reference.  

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

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

*27.1     Financial   Data   Schedule  containing   summary  financial
          information extracted from the Geodyne Institutional/Pension
          Energy Income Limited Partnership P-7's financial statements
          as of  December 31, 1996 and for the year ended December 31,
          1996.

*27.2     Financial   Data   Schedule  containing   summary  financial
          information extracted from the Geodyne Institutional/Pension
          Energy Income Limited Partnership P-8's financial statements
          as of December  31, 1996 and for the year ended December 31,
          1996.


          All other Exhibits are omitted as inapplicable.  


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

                                 F-24
<PAGE>