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, 2002

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

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

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

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

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

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

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

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

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

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


                                      -1-
<PAGE>




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

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

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


      DOCUMENTS INCORPORATED BY REFERENCE: None


                                      -2-
<PAGE>



                                    FORM 10-K
                                TABLE OF CONTENTS


PART I.......................................................................4
      ITEM 1.   BUSINESS.....................................................4
      ITEM 2.   PROPERTIES...................................................9
      ITEM 3.   LEGAL PROCEEDINGS...........................................14
      ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.........15

PART II.....................................................................15
      ITEM 5.   MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS........15
      ITEM 6.   SELECTED FINANCIAL DATA  ...................................17
      ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS.........................20
      ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK..30
      ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.................31
      ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                ACCOUNTING AND FINANCIAL DISCLOSURE.........................31

PART III....................................................................31
      ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER.....31
      ITEM 11.  EXECUTIVE COMPENSATION......................................32
      ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                AND MANAGEMENT..............................................36
      ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..............37

PART IV.....................................................................38
      Item 14.  Controls and procedures.....................................38
      ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
                ON FORM 8-K.................................................38

SIGNATURES..................................................................42

CERTIFICATIONS..............................................................43



                                      -3-
<PAGE>


                                    PART I.

ITEM 1.    BUSINESS

      General

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

      The  General  Partner  currently  serves as general  partner of 26 limited
partnerships,  including the Partnerships. The General Partner is a wholly-owned
subsidiary  of Samson  Investment  Company.  Samson  Investment  Company and its
various  corporate  subsidiaries,  including the General  Partner  (collectively
"Samson"),  are  primarily  engaged in the  production  and  development  of and
exploration  for oil and gas  reserves  and the  acquisition  and  operation  of
producing   properties.   At  December  31,  2002  Samson  owned   interests  in
approximately 12,000 oil and gas wells located in 18 states of the United States
and the countries of Canada, Venezuela, and Russia. At December 31, 2002, Samson
operated  approximately  3,000  oil and gas  wells  located  in 14 states of the
United States, as well as Canada, Venezuela, and Russia.

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



                                      -4-
<PAGE>



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

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

      As limited partnerships,  the Partnerships have no officers, directors, or
employees. They rely instead on the personnel of the General Partner and Samson.
As of February  15,  2003,  Samson  employed  approximately  1,100  persons.  No
employees  are  covered by  collective  bargaining  agreements,  and  management
believes  that  Samson  provides a sound  employee  relations  environment.  For
information  regarding the executive officers of the General Partner,  see "Item
10. Directors and Executive Officers of the General Partner."

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

      The  Partnerships  were  scheduled  to  terminate  on February 28, 2002 in
accordance with the partnership agreement for each Partnership (the "Partnership
Agreement").   However,  the  General  Partner  may  extend  the  term  of  each
Partnership  for up to five periods of two years each.  The General  Partner has
extended  the terms of the  Partnerships  for  their  first  two-year  extension
thereby  extending  their  termination  date to February 28,  2004.  The General
Partner has not  determined  whether it will  further  extend the term of either
Partnership.


      Funding

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


      Principal Products Produced and Services Rendered

      The Partnerships'  sole  business  is the  holding of certain  Net Profits
Interests.  The  Partnerships  do not refine or otherwise  process crude oil and
condensate. The Partnerships do



                                      -5-
<PAGE>



not hold any patents,  trademarks,  licenses, or concessions and are not a party
to any government  contracts.  The Partnerships have no backlog of orders and do
not participate in research and development activities. The Partnerships are not
presently  encountering  shortages  of  oilfield  tubular  goods,   compressors,
production material, or other equipment.


      Competition and Marketing

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

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

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

      Recently,  while economic factors have been relatively unfavorable for oil
and natural gas demand, oil prices have benefited from the political uncertainty
associated  with the increase in terrorist  activities in parts of the world. In
the last few years, natural gas prices have varied significantly, from very high
prices in late 2000 and early  2001,  to low prices in late 2001 and early 2002,
to rising prices in the later part of 2002 and early 2003.  The high natural gas
prices were  associated  with cold  winter  weather  and  decreased  supply from
reduced  capital  investment  for  new  drilling,  while  the  low  prices  were
associated  with warm winter  weather and reduced  economic  activity.  The more
recent  increase  in  prices is the  result of  increased  demand  from  weather
patterns, the pricing effect of



                                      -6-
<PAGE>



relatively  high oil  prices,  and  increased  concern  about the ability of the
industry to meet any longer-term  demand  increases based upon current  drilling
activity.

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


      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, 2002:

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

          P-7        ExxonMobil Oil Corporation       34.4%
                     Hunt Oil Company                 16.3%
                     Scurlock Permian Corp.           12.4%


          P-8        ExxonMobil Oil Corporation       32.6%
                     Hunt Oil Company                 14.1%

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

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




                                      -7-
<PAGE>




      Oil, Gas, and Environmental Control Regulations

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

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

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

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


      Insurance Coverage

      Exploration for and production of oil and gas are subject to many inherent
risks,  including  blowouts,   pollution,   fires,  and  other  casualties.  The
Partnerships  maintain  insurance  coverage as is  customary  for  entities of a
similar  size  engaged  in  similar  operations,   but  losses  can  occur  from
uninsurable  risks or in amounts in excess of existing  insurance  coverage.  In
particular, many types of pollution and  contamination can exist,  undiscovered,
for long periods of time and can result in


                                      -8-
<PAGE>



substantial  environmental  liabilities which are not insured. The occurrence of
an event which is not fully covered by insurance  could have a material  adverse
effect on the  Partnerships'  financial  condition  and results of operations in
that it could  negatively  impact the cash flow  received  from the Net  Profits
Interests.


ITEM 2.    PROPERTIES

      Well Statistics

      The following table sets forth the number of productive wells in which the
Partnerships had a Net Profits Interest as of December 31, 2002.

                              Number of Wells(1)
                           -----------------------
                P/ship     Total       Oil      Gas
                ------     -----      -----     ---
                  P-7      1,012       720      292
                  P-8      1,158       819      339

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


      Drilling Activities

      During the year ended  December  31,  2002,  the  Partnerships  indirectly
participated (through their Net Profits Interests) in the developmental drilling
activities described below.

                       County/        Revenue
Well Name              Parish    St.  Interest  Type      Status
---------              -------   ---  --------  ----     ---------

P-7 Partnership
---------------
Robertson North Unit   Gaines     TX   .0223     Oil     Producing
 (20 new wells)
Headlee Unit           Ector      TX   .0045     Gas     Producing
Stewart-Justice #1     Garvin     OK   .0159     Oil     Producing

P-8 Partnership
---------------
Robertson North Unit   Gaines     TX   .0138     Oil     Producing
 (20 new wells)
Headlee Unit           Ector      TX   .0023     Gas     Producing
Stewart-Justice #1     Garvin     OK   .0098     Oil     Producing



                                      -9-
<PAGE>




      Oil and Gas Production, Revenue, and Price History

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

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

                                     Year ended December 31,
                             --------------------------------------
                                2002          2001          2000
                             ----------    ----------    ----------
   Production:
      Oil (Bbls)                 89,957        80,436        91,382
      Gas (Mcf)                 377,169       361,056       441,284

   Oil and gas sales(1):
      Oil                    $2,144,085    $1,937,648    $2,637,937
      Gas                     1,044,230     1,524,638     1,491,160
                              ---------     ---------     ---------
        Total                $3,188,315    $3,462,286    $4,129,097
                              =========     =========     =========
   Average sales price:
      Per barrel of oil          $23.83        $24.09        $28.87
      Per Mcf of gas               2.77          4.22          3.38

-------------------
(1)   These   amounts   differ  from  the  Net  Profits   included  in  the  P-7
      Partnership's  financial statements because they do not reflect the offset
      of $1,214,321,  $1,419,651,  and $1,203,317,  respectively,  of production
      expenses incurred by the Affiliated Programs.




                                      -10-
<PAGE>




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

                                     Year ended December 31,
                             --------------------------------------
                                2002          2001          2000
                             ----------    ----------    ----------
   Production:
      Oil (Bbls)                 54,657        49,321        54,441
      Gas (Mcf)                 300,937       304,980       329,468

   Oil and gas sales(1):
      Oil                    $1,301,208    $1,182,827    $1,570,223
      Gas                       820,315     1,223,550     1,131,966
                              ---------     ---------     ---------
        Total                $2,121,523    $2,406,377    $2,702,189
                              =========     =========     =========
   Average sales price:
      Per barrel of oil          $23.81        $23.98        $28.84
      Per Mcf of gas               2.73          4.01          3.44

-------------------
(1)   These   amounts   differ  from  the  Net  Profits   included  in  the  P-8
      Partnership's  financial statements because they do not reflect the offset
      of $765,606, $927,867, and $761,352,  respectively, of production expenses
      incurred by the Affiliated Programs.


      Proved Reserves and Net Present Value

      The following table sets forth each Partnership's estimated proved oil and
gas reserves and net present value  therefrom as of December 31, 2002 which were
attributable  to the  Partnerships'  Net  Profits  Interests.  The  schedule  of
quantities of proved oil and gas reserves was prepared by the General Partner in
accordance with the rules  prescribed by the Securities and Exchange  Commission
(the "SEC").  Certain  reserve  information was reviewed by Ryder Scott Company,
L.P.  ("Ryder  Scott"),  an  independent  petroleum  engineering  firm.  As used
throughout  this Annual  Report,  "proved  reserves"  refers to those  estimated
quantities of crude oil, gas, and gas liquids which  geological and  engineering
data  demonstrate  with  reasonable  certainty to be recoverable in future years
from  known  oil  and gas  reservoirs  under  existing  economic  and  operating
conditions.

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



                                      -11-
<PAGE>



was  calculated  on the basis of current  costs and prices at December 31, 2002.
Such prices were not escalated except in certain circumstances where escalations
were fixed and readily  determinable  in  accordance  with  applicable  contract
provisions.  Oil and gas prices at December 31, 2002 were higher than the prices
in effect on December 31, 2001.  This  increase in oil and gas prices has caused
the estimates of remaining  economically  recoverable  reserves,  as well as the
values  placed on said  reserves,  at  December  31, 2002 to be higher than such
estimates and values at December 31, 2001.  The prices used in  calculating  the
net present  value  attributable  to the  Partnerships'  proved  reserves do not
necessarily  reflect  market  prices for oil and gas  production  subsequent  to
December 31, 2002. There can be no assurance that the prices used in calculating
the net present value of the Partnerships'  proved reserves at December 31, 2002
will actually be realized for such production.

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


                               Proved Reserves and
                               Net Present Values
                              From Proved Reserves
                           As of December 31, 2002(1)

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

   Estimated proved reserves:
      Gas (Mcf)                                         4,419,130
      Oil and liquids (Bbls)                              947,225

   Net present value (discounted at 10% per annum)    $12,899,551



                                      -12-
<PAGE>




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

   Estimated proved reserves:
      Gas (Mcf)                                        3,047,476
      Oil and liquids (Bbls)                             556,658

   Net present value (discounted at 10% per annum)    $8,722,482

----------

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


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


      Significant Properties

      As of December 31, 2002,  affiliates of the Partnerships  operated 20 (2%)
and 24 (2%), respectively, of the P-7 and P-8 Partnership's wells. The following
table sets forth  certain well and reserve  information  for the basins in which
the Partnerships own a significant  amount of Net Profits  Interests.  The table
contains the following information for each significant basin: (i) the number of
wells in which a Net Profits  Interest is owned,  (ii) the number and percentage
of wells operated by the  Partnership's  affiliates,  (iii) estimated proved oil
reserves,  (iv)  estimated  proved  gas  reserves,  and  (v) the  present  value
(discounted at 10% per annum) of estimated future net cash flow.

      The Anadarko Basin is located in western Oklahoma and the Texas panhandle,
while the Permian Basin is located in west Texas and  southeast New Mexico.  The
Mid-Gulf Coast Basin is located in southern Alabama and Mississippi.



                                      -13-
<PAGE>




                 Significant Properties as of December 31, 2002
                 ----------------------------------------------

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

P-7 P/ship:
  Permian       888      5    1%   882,674   2,093,823  $9,055,325
  Anadarko       23     14   61%    32,076   1,930,614   2,835,828


P-8 P/ship:
  Permian     1,284      5    -    520,760   1,335,909  $5,501,222
  Anadarko       31     17   55%    17,097   1,258,273   2,076,745
  Mid-Gulf       11      -    -      2,660     422,870     971,157
    Coast
------------------
(1) Percent of the Partnership's  total wells in the basin which are operated by
    affiliates of the Partnerships.


      Title to Oil and Gas Properties

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

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


ITEM 3.    LEGAL PROCEEDINGS

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



                                      -14-
<PAGE>




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

      There were no  matters  submitted  to a vote of the  Limited  Partners  of
either Partnership during 2002.


                                    PART II.

ITEM 5.    MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS

      As of March 1, 2003, 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             1,045
               P-8         116,168               921

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

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




                                      -15-
<PAGE>




                             Repurchase Offer Prices
                             -----------------------
                  2001                      2002              2003
         -----------------------   -----------------------    ----
         1st    2nd   3rd   4th    1st    2nd   3rd   4th     1st
P/ship   Qtr.   Qtr.  Qtr.  Qtr.   Qtr.   Qtr.  Qtr.  Qtr.    Qtr.
------   ----   ----  ----  ----   ----   ----  ----  ----    ----

 P-7     $17    $14   $30   $29    $28    $27   $31   $29     $27
 P-8      19     15    31    30     29     28    33    31      28


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


      Cash Distributions

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

      The  following  is a summary  of cash  distributions  paid to the  Limited
Partners during 2001 and 2002 and the first quarter of 2003:



                                      -16-
<PAGE>




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

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


                                2002                        2003
               -----------------------------------          -----
                1st        2nd        3rd     4th            1st
   P/ship       Qtr.       Qtr.       Qtr.    Qtr.           Qtr.
   ------      -----      -----      -----   -----          -----
    P-7        $1.39      $ .36      $1.17   $1.73          $2.37
    P-8         1.60        .85       1.08    2.01           2.77



ITEM 6.    SELECTED FINANCIAL DATA

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




                                      -17-
<PAGE>

<TABLE>
<CAPTION>


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

                                  2002          2001         2000          1999          1998
                              ------------  -----------  ------------  ------------  ------------
   <S>                        <C>           <C>          <C>           <C>           <C>
   Net Profits                 $1,973,994    $2,042,635   $2,925,780    $1,421,927    $1,447,786

   Net Income (Loss):
      Limited Partners          1,401,864     1,478,593    2,725,533       872,450   ( 1,629,959)
      General Partner              84,673        88,256      154,148        57,235        38,966
      Total                     1,486,537     1,566,849    2,879,681       929,685   ( 1,590,993)

   Limited Partners' Net
      Income (Loss) per Unit         7.43          7.84        14.44          4.62   (     8.64)

   Limited Partners' Cash
      Distributions per Unit         4.65         10.18        11.51          4.02          6.26

   Total Assets                 3,657,798     3,112,532    3,571,495     3,003,229     2,877,677

   Partners' Capital (Deficit)
      Limited Partners          3,760,546     3,235,682    3,676,089     3,122,556     3,007,106
      General Partner         (   102,748)  (   123,150) (   104,594)  (   119,327)  (   129,429)

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

</TABLE>



                                      -18-
<PAGE>

<TABLE>
<CAPTION>

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

                                   2002          2001          2000          1999          1998
                               ------------  ------------  ------------  ------------  ------------
   <S>                         <C>           <C>           <C>           <C>           <C>
   Net Profits                  $1,355,917    $1,478,510    $1,940,837    $1,000,657    $  831,611

   Net Income (Loss):
      Limited Partners             991,477     1,117,968     1,776,728       665,123   (   698,000)
      General Partner               58,819        65,041        99,956        41,556        25,063
      Total                      1,050,296     1,183,009     1,876,684       706,679   (   672,937)

   Limited Partners' Net
      Income (Loss) per Unit          8.53          9.62         15.29          5.73   (      6.01)

   Limited Partners' Cash
      Distributions per Unit          5.54         12.43         11.82          4.35          7.01

   Total Assets                  2,278,951     1,919,291     2,258,820     1,845,358     1,675,436

   Partners' Capital (Deficit)
      Limited Partners           2,322,584     1,976,107     2,303,139     1,900,411     1,740,288
      General Partner          (    43,633)  (    56,816)  (    44,319)  (    55,053)  (    64,852)

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


</TABLE>


                                      -19-
<PAGE>



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


      Use of Forward-Looking Statements and Estimates

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

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


      General Discussion

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


<PAGE>
                                      -20-
<PAGE>


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

      Recently,  while economic factors have been relatively unfavorable for oil
and natural gas demand, oil prices have benefited from the political uncertainty
associated  with the increase in terrorist  activities in parts of the world. In
the last few years, natural gas prices have varied significantly, from very high
prices in late 2000 and early  2001,  to low prices in late 2001 and early 2002,
to rising prices in the later part of 2002 and early 2003.  The high natural gas
prices were  associated  with cold  winter  weather  and  decreased  supply from
reduced  capital  investment  for  new  drilling,  while  the  low  prices  were
associated  with warm winter  weather and reduced  economic  activity.  The more
recent  increase  in  prices is the  result of  increased  demand  from  weather
patterns,  the  pricing  effect of  relatively  high oil prices,  and  increased
concern  about  the  ability  of the  industry  to meet any  longer-term  demand
increases based upon current drilling activity.

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

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



                                      -21-
<PAGE>



other  operations  in the well,  (iii) prior period volume  adjustments  (either
positive or negative)  made by  purchasers  of the  production,  (iv)  ownership
adjustments in accordance with  agreements  governing the operation or ownership
of the well (such as  adjustments  that occur at payout),  and (v) completion of
enhanced recovery projects which increase production for the well. Many of these
factors are very  significant  as related to a single well or as related to many
wells over a short  period of time.  However,  due to the large  number of wells
owned by the Partnerships,  these factors are generally not material as compared
to the normal decline in production experienced on all remaining wells.


      Results of Operations

      An  analysis  of the  change  in net oil and gas  operations  (oil and gas
sales, less lease operating  expenses and production taxes), is presented in the
tables following "Results of Operations" under the heading "Average Proceeds and
Units of Production." Following is a discussion of each Partnership's results of
operations  for the year ended  December  31, 2002 as compared to the year ended
December  31, 2001 and for the year ended  December  31, 2001 as compared to the
year ended December 31, 2000.

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

                      Year Ended December 31, 2002 Compared
                         to Year Ended December 31, 2001
                      -------------------------------------

      Total Net Profits decreased $68,641 (3.4%) in 2002 as compared to 2001. Of
this decrease, approximately $23,000 and $548,000, respectively, were related to
decreases  in the  average  prices of oil and gas  sold.  These  decreases  were
partially  offset by  increases  of  approximately  (i)  $229,000  and  $68,000,
respectively,  related  to  increases  in  volumes  of oil and gas sold and (ii)
$205,000  related to a decrease in production  expenses.  Volumes of oil and gas
sold increased 9,521 barrels and 16,113 Mcf,  respectively,  in 2002 as compared
to 2001.  The  increase in volumes of oil sold was  primarily  due to a positive
prior period volume  adjustment  made by the purchaser on one  significant  well
during  2002.  The increase in volumes of gas sold was  primarily  due to (i) an
increase  in  production  on  several  wells  within  the  same  unit due to the
successful  workover of those wells during 2002 and (ii) a positive prior period
volume  adjustment  made by the purchaser on one  significant  well during 2002.
These  increases were partially  offset by (i) normal declines in production and
(ii) a negative prior period gas balancing  adjustment on one  significant  well
during 2002.  The decrease in  production  expenses was  primarily  due to (i) a
decrease in workover expenses incurred on several wells within two units



                                      -22-
<PAGE>



during  2002 as  compared  to  2001,  (ii)  workover  expenses  incurred  on one
significant  well during 2001, and (iii) a negative prior period lease operating
expense  adjustment on one  significant  well during 2002.  These decreases were
partially offset by an increase in workover  expenses  incurred on several wells
within the same unit during 2002 as compared to 2001. Average oil and gas prices
decreased  to $23.83 per barrel  and $2.77 per Mcf,  respectively,  in 2002 from
$24.09 per barrel and $4.22 per Mcf, respectively, in 2001.

      Depletion  of Net Profits  Interests  decreased  $6,487  (2.4%) in 2002 as
compared to 2001. This decrease was primarily due to the upward revisions in the
estimates of remaining oil and gas reserves at December 31, 2002.  This decrease
was  partially  offset by the  increase  in  volumes  of oil and gas sold.  As a
percentage of Net Profits,  this expense remained  relatively  constant at 13.3%
for 2002 and 13.2% for 2001.

      General and  administrative  expenses  increased  $3,001 (1.3%) in 2002 as
compared to 2001. As a percentage of Net Profits,  these  expenses  increased to
11.5% in 2002 from 11.0% in 2001.

      Cumulative cash distributions to the Limited Partners through December 31,
2002 were $16,570,916 or 87.82% of the Limited Partners' capital contributions.


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

      Total Net Profits decreased  $883,145 (30.2%) in 2001 as compared to 2000.
Of this decrease,  approximately (i) $316,000 and $271,000,  respectively,  were
related to decreases in volumes of oil and gas sold,  (ii)  $384,000 was related
to a decrease in the average price of oil sold,  and (iii)  $216,000 was related
to an increase in production expenses.  These decreases were partially offset by
an  increase  of  approximately  $304,000  related to an increase in the average
price of gas sold.  Volumes of oil and gas sold  decreased  10,946  barrels  and
80,228 Mcf,  respectively,  in 2001 as compared to 2000. The decrease in volumes
of oil sold was  primarily  due to (i) the sale of several wells during 2000 and
(ii) normal  declines  in  production.  The  decrease in volumes of gas sold was
primarily due to normal  declines in  production,  which  decrease was partially
offset by increased  production on one  significant  well due to the  successful
recompletion  of that well during 2001. The increase in production  expenses was
primarily due to workover  expenses  incurred on several wells during 2001. This
increase  was  partially  offset by (i) a decrease in lease  operating  expenses
associated  with the  decreases in volumes of oil and gas sold and (ii) the sale
of several wells during 2000.  Average oil prices decreased to $24.09 per barrel
in 2001 from $28.87 per barrel in



                                      -23-
<PAGE>



2000.  Average gas prices  increased to $4.22 per Mcf in 2001 from $3.38 per Mcf
in 2000.

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

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

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


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

                      Year Ended December 31, 2002 Compared
                         to Year Ended December 31, 2001
                      -------------------------------------

      Total Net Profits  decreased  $122,593 (8.3%) in 2002 as compared to 2001.
Of this  decrease,  approximately  (i) $387,000 was related to a decrease in the
average  price of gas sold and (ii) $16,000 was related to a decrease in volumes
of gas sold. These decreases were partially offset by increases of approximately
(i)  $128,000  related to an increase  in volumes of oil sold and (ii)  $162,000
related to a decrease  in  production  expenses.  Volumes of oil sold  increased
5,336 barrels, while volumes of gas sold decreased 4,043 Mcf in 2002 as compared
to 2001.  The  increase in volumes of oil sold was  primarily  due to a positive
prior period volume  adjustment  made by the purchaser on one  significant  well
during 2002. The decrease in volumes of gas sold was primarily due to (i) normal
declines in production and (ii) a negative prior period gas balancing adjustment
on one significant  well during 2002.  These decreases were partially  offset by
(i) an increase in  production  on several wells within the same unit due to the
successful  workover of those wells during 2002 and (ii) a positive prior period
volume adjustment made by the purchaser on one significant well during 2002. The
decrease in production  expenses was primarily due to (i) a decrease in workover
expenses  incurred on several  wells within two units during 2002 as compared to
2001,  (ii) negative  prior period lease  operating  expense  adjustments on two
significant  wells  during 2002,  and (iii)  workover  expenses  incurred on one
significant well during 2001. These decreases were partially



                                      -24-
<PAGE>



offset by an increase in workover  expenses incurred on several wells within the
same unit during 2002. Average oil and gas prices decreased to $23.81 per barrel
and $2.73 per Mcf,  respectively,  in 2002 from  $23.98 per barrel and $4.01 per
Mcf, respectively, in 2001.

      Depletion  of Net Profits  Interests  decreased  $4,373  (2.6%) in 2002 as
compared to 2001. This decrease was primarily due to the upward revisions in the
estimates of remaining oil and gas reserves at December 31, 2002.  This decrease
was partially  offset by the increase in volumes of oil sold. As a percentage of
Net Profits, this expense increased to 11.9% in 2002 from 11.2% in 2001.

      General and  administrative  expenses  increased  $2,019 (1.4%) in 2002 as
compared to 2001. As a percentage of Net Profits,  these  expenses  increased to
10.9% in 2002 from 9.8% in 2001. This  percentage  increase was primarily due to
the decrease in Net Profits.

      Cumulative cash distributions to the Limited Partners through December 31,
2002 were $10,731,583 or 92.38% of the Limited Partners' capital contributions.


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

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

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



                                      -25-
<PAGE>



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

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


      Average Proceeds and Units of Production

      The  following  tables  are  comparisons  of  the  annual  barrels  of oil
equivalent  (one barrel of oil or six Mcf of gas) and the average  proceeds (oil
and gas sales, less lease operating  expenses and production taxes) received per
barrel of oil equivalent  attributable to the Partnerships' Net Profits Interest
for the years ended December 31, 2002, 2001, and 2000.

                              2002 Compared to 2001
                              ---------------------

                  Barrel of Oil             Average Proceeds per
                    Equivalent            Barrel of  Oil Equivalent
            --------------------------    -------------------------
P/ship       2002     2001    % Change     2002     2001  % Change
------      -------  -------  --------    ------   ------ --------

 P-7        152,819  140,612      9%      $12.92   $14.53   (11%)
 P-8        104,813  100,151      5%       12.94    14.76   (12%)



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

                  Barrel of Oil             Average Proceeds per
                    Equivalent            Barrel of Oil Equivalent
            --------------------------    ------------------------
P/ship       2001     2000    % Change     2001     2000  % Change
------      -------  -------  --------    ------   ------ --------

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


      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



                                      -26-
<PAGE>



Matters." The net proceeds from the Net Profits  Interests are not reinvested in
productive assets. Assuming 2002 production levels for future years, the P-7 and
P-8  Partnerships'  proved  reserve  quantities  at December 31, 2002 would have
remaining  lives of  approximately  10.5 and 10.2 years,  respectively,  for oil
reserves and 11.7 and 10.1 years, respectively,  for gas reserves. These life of
reserves  estimates are based on the current  estimates of remaining oil and gas
reserves. See "Item 2. Properties" for a discussion of these reserve estimates.

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

      Occasional  expenditures by the Affiliated  Programs for new wells or well
recompletions or workovers,  however, may reduce or eliminate cash available for
a particular  quarterly cash distribution.  During 2002, 2001, and 2000, capital
expenditures  affecting  the P-7  Partnership's  Net Profits  Interests  totaled
$241,187,  $578,386,  and $372,668,  respectively.  During 2002, 2001, and 2000,
capital  expenditures  affecting  the P-8  Partnership's  Net Profits  Interests
totaled  $147,528,  $354,441,  and  $227,113,  respectively.  These  costs  were
indirectly incurred as a result of drilling  activities  associated with several
large unitized properties.

      The Partnerships  sold certain Net Profits Interests during 2001 and 2000.
No such sales occurred during 2002. These sales were made by the General Partner
after giving due consideration to both the offer price and the General Partner's
estimate of the  underlying  property's  remaining  proved  reserves  and future
operating   costs.   Net  proceeds  from  the  sales  were  distributed  to  the
Partnerships  and  included  in  the  calculation  of  the  Partnerships'   cash
distributions for the quarter immediately following the Partnerships' receipt of
the proceeds.  During 2001 and 2000, such proceeds to the P-7  Partnership  were
$1,327 and $449,976,  respectively,  while such proceeds to the P-8  Partnership
were $698 and $238,988, respectively. The General Partner believes that the sale
of these Net Profits Interests will be beneficial to the Partnerships  since the
properties  sold  generally had a higher ratio of future  operating  expenses as
compared to reserves than the properties not sold.

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



                                      -27-
<PAGE>



distributions will decline over time (as the volume of production from producing
properties declines) since the Partnerships are not replacing production through
acquisitions  of Net Profits  Interests.  The  Partnerships'  quantity of proved
reserves has been reduced by the sale of Net Profits Interests; therefore, it is
possible  that the  Partnerships'  future cash  distributions  will decline as a
result of a reduction of the Partnerships' reserve base.

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


      Critical Accounting Policies

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

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

      The  Partnerships  evaluate the  recoverability  of the carrying  costs of
their Net Profits  Interests in proved oil and gas  properties  for each oil and
gas field (rather than separately for each well). If the unamortized  costs of a
Net Profits  Interest  within a field exceeds the expected  undiscounted  future
cash flows from such Net Profits Interest,  the cost of the Net Profits Interest
is written  down to fair  value,  which is  determined  by using the  discounted
future cash flows from the Net Profits Interest.



                                      -28-
<PAGE>




      Accounts Receivable (Accounts Payable) - Net Profits

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

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


      New Accounting Pronouncements

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

      In  July  2001,  the  FASB  issued  FAS No.  143,  "Accounting  for  Asset
Retirement  Obligations",  which is effective for fiscal years  beginning  after
June 15, 2002 (January 1, 2003 for the  Partnerships).  FAS No. 143 will require
the recording of the fair value of liabilities associated with the retirement of
long-lived  assets (mainly plugging and abandonment  costs for the Partnerships'
depleted  wells),  in the period in which the  liabilities  are incurred (at the
time the wells are drilled).  Management  estimates that adopting this statement
will  result  in an  increase  in  capitalized  cost  of  oil  and  natural  gas
properties, an increase in net income for the cumulative effect of the change in
accounting  principle,  and the recognition of an asset retirement obligation in
the following approximate amounts for each Partnership:



                                      -29-
<PAGE>



                 Change in      Increase in
                Capitalized    Net Income for
                Cost of Oil    the Change in       Asset
                  and Gas        Accounting      Retirement
Partnership      Properties      Principle       Obligation
-----------     ------------   --------------    ----------

   P-7            $465,000       $154,000         $311,000
   P-8             357,000        128,000          229,000


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

      In  November  2002,  the  FASB  issued  FASB  Interpretation  45 (FIN  45)
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect  Guarantee  of  Indebtedness  of  Others."  FIN 45  requires  that upon
issuance of a guarantee,  the guarantor  must recognize a liability for the fair
value  of the  obligation  it  assumes  under  that  guarantee.  The  disclosure
requirements  are effective for financial  statements of both interim and annual
periods which end after December 15, 2002. The  Partnerships  are not guarantors
under any  guarantees  and thus this  interpretation  is not expected to have an
effect on their financial position or results of operations.


      Inflation and Changing Prices

      Prices obtained for oil and gas production  depend upon numerous  factors,
including the extent of domestic and foreign production, foreign imports of oil,
market  demand,  domestic  and  foreign  economic  conditions  in  general,  and
governmental  regulations  and tax laws.  The general  level of inflation in the
economy did not have a material effect on the operations of the  Partnerships in
2002. Oil and gas prices have fluctuated  during recent years and generally have
not followed the same pattern as  inflation.  See "Item 2.  Properties - Oil and
Gas Production, Revenue, and Price History."


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

      The Partnerships do not hold any market risk sensitive instruments.



                                      -30-
<PAGE>




ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The financial  statements  and  supplementary  data are indexed in Item 15
hereof.


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

      None.


                                   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      51     President and Director

      Judy K. Fox          52     Secretary

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

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

      Judy K. Fox joined Samson in 1990 and was named  Secretary  of Geodyne and
its  subsidiaries on June 30, 1996.  Prior to joining Samson,  she served as Gas
Contract Manager for Ely Energy Company.  Ms. Fox is also Secretary of Berry Gas
Company, Circle



                                      -31-
<PAGE>



L Drilling  Company,  Compression,  Inc.,  Dyco  Petroleum  Corporation,  Samson
Hydrocarbons   Company,   Snyder  Exploration  Company,  and  Samson  Properties
Incorporated.


      Section 16(a) Beneficial Ownership Reporting Compliance

      To the best knowledge of the Partnerships  and the General Partner,  there
were no officers,  directors,  or ten percent owners who were delinquent  filers
during 2002 of reports required under Section 16 of the Securities  Exchange Act
of 1934.



ITEM 11.   EXECUTIVE COMPENSATION

      The General  Partner and its  affiliates are reimbursed for actual general
and  administrative  costs and operating costs incurred and  attributable to the
conduct of the business affairs and operations of the Partnerships,  computed on
a cost basis,  determined  in  accordance  with  generally  accepted  accounting
principles.  Such reimbursed  costs and expenses  allocated to the  Partnerships
include office rent, secretarial, employee compensation and benefits, travel and
communication costs, fees for professional  services,  and other items generally
classified  as general or  administrative  expense.  When actual costs  incurred
benefit other  Partnerships and affiliates,  the allocation of costs is based on
the  relationship of the  Partnerships'  reserves to the total reserves owned by
all  Partnerships  and  affiliates.  The  amount of general  and  administrative
expense  allocated to the General Partner and its affiliates and charged to each
Partnership  during  2002,  2001,  and 2000,  is set  forth in the table  below.
Although the actual  costs  incurred by the General  Partner and its  affiliates
have  fluctuated  during the three years  presented,  the amounts charged to the
Partnerships  have not  fluctuated  due to  expense  limitations  imposed by the
Partnership Agreements.


           Partnership      2002         2001         2000
           -----------    --------     --------     --------

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

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



                                      -32-
<PAGE>



the salaries of the directors,  officers,  and employees of the General  Partner
and its affiliates during 2002, 2001, and 2000:



                                      -33-
<PAGE>


<TABLE>
<CAPTION>
                                                  Salary Reimbursements

                                                     P-7 Partnership
                                                     ---------------
                                                                        Long Term Compensation
                                                                 -----------------------------------
                                    Annual Compensation                  Awards              Payouts
                              ------------------------------      -----------------------    -------
                                                                                 Securi-
                                                      Other                       ties                     All
     Name                                             Annual     Restricted      Under-                   Other
      and                                            Compen-       Stock         lying        LTIP       Compen-
   Principal                  Salary      Bonus      sation       Award(s)      Options/     Payouts     sation
   Position            Year     ($)        ($)         ($)          ($)          SARs(#)       ($)         ($)
---------------        ----   -------    -------     -------     ----------     --------     -------     -------
<S>                    <C>    <C>          <C>         <C>          <C>           <C>          <C>         <C>

Dennis R. Neill,
President(1)(2)        2000     -          -           -            -             -            -            -
                       2001     -          -           -            -             -            -            -
                       2002     -          -           -            -             -            -            -

All Executive
Officers,
Directors,
and Employees
as a group(2)         2000    $117,890     -           -            -             -            -            -
                      2001    $110,283     -           -            -             -            -            -
                      2002    $106,072     -           -            -             -            -            -

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

</TABLE>

                                      -34-
<PAGE>


<TABLE>
<CAPTION>

                                          Salary Reimbursements
                                             P-8 Partnership
                                             ---------------

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

Dennis R. Neill,
President(1)(2)        2000       -        -           -            -             -            -           -
                       2001       -        -           -            -             -            -           -
                       2002       -        -           -            -             -            -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)          2000    $72,573     -           -            -             -            -           -
                       2001    $67,890     -           -            -             -            -           -
                       2002    $65,298     -           -            -             -            -           -

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

</TABLE>


<PAGE>
                                      -35-


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

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


ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table provides information as to the beneficial ownership of
the  Units as of March 1,  2003 by (i) each  beneficial  owner of more than five
percent of the issued and outstanding  Units,  (ii) the director and officers of
the General  Partner,  and (iii) the General  Partner  and its  affiliates.  The
address of the General Partner, its officers and director,  and Samson Resources
Company is Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103.

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

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

   Samson Resources Company                      35,643  (18.9%)

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

   All affiliates, directors, and officers of
      the General Partner as a group and the
      General Partner (4 persons)                35,643  (18.9%)




                                      -36-
<PAGE>



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

   Samson Resources Company                      30,844  (26.6%)

   All affiliates, directors, and officers of
      the General Partner as a group and the
      General Partner (4 persons)                30,844  (26.6%)


ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

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

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




                                      -37-
<PAGE>



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


                                    PART IV.

ITEM 14.   CONTROLS AND PROCEDURES

      Within  the 90 days  prior to the date of this  report,  the  Partnerships
carried out an evaluation  under the supervision and with the  participation  of
the Partnerships' management,  including their chief executive officer and chief
financial  officer,  of the  effectiveness  of the design and  operation  of the
Partnerships'  disclosure controls and procedures pursuant to Rule 13a-14 of the
Securities  Exchange Act of 1934. Based upon that evaluation,  the Partnerships'
chief  executive   officer  and  chief  financial  officer  concluded  that  the
Partnerships'  disclosure  controls  and  procedures  are  effective  in  timely
alerting them to material information  relating to the Partnerships  required to
be included in the Partnerships'  periodic filings with the SEC. There have been
no  significant  changes  in the  Partnerships'  internal  controls  or in other
factors which could  significantly  affect the  Partnerships'  internal controls
subsequent to the date the Partnerships carried out this evaluation.


ITEM 15.   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, 2002 and 2001 and for the three
           years ended December 31, 2002 are filed as part of this report:



                                      -38-
<PAGE>



           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:

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

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

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

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

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

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




                                      -39-
<PAGE>



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

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

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

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

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

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

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

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



                                      -40-
<PAGE>



       Securities and Exchange  Commission on February 26, 2002, as Exhibit 4.13
       to Annual  Report on Form 10K-405 for period ended  December 31, 2001 and
       is hereby incorporated by reference.

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

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

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

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

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

*99.1  Certification  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
       Section  902  of  the   Sarbanes-Oxley   Act  of  2002  for  the  Geodyne
       Institutional/Pension Energy Income Limited Partnership P-7.

*99.2  Certification  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
       Section  902  of  the   Sarbanes-Oxley   Act  of  2002  for  the  Geodyne
       Institutional/Pension Energy Income Limited Partnership P-8.

      All other Exhibits are omitted as inapplicable.

      ----------

      *Filed herewith.


(b) Reports on Form 8-K filed during the fourth quarter of 2002:

      None.



                                      -41-
<PAGE>



                                   SIGNATURES

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

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


                                     By:  GEODYNE RESOURCES, INC.
                                          General Partner
                                          March 25, 2003


                                     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 25, 2003
      -------------------    Director (Principal
         Dennis R. Neill     Executive Officer)


      //s//Craig D. Loseke   Chief Accounting      March 25, 2003
      -------------------    Officer (Principal
         Craig D. Loseke     Accounting and
                             Financial Officer)

      //s//Judy K. Fox       Secretary             March 25, 2003
      -------------------
         Judy K. Fox




                                      -42-
<PAGE>



                                  CERTIFICATION


      I, Dennis R. Neill, certify that:

      1.  I  have   reviewed   this  annual  report  on  Form  10-K  of  Geodyne
Institutional/Pension Energy Income Limited Partnership P-7;

      2. Based on my  knowledge,  this annual report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

      a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

      b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and



                                      -43-
<PAGE>




      6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 25, 2003

                                    //s// Dennis R. Neill
                                    ---------------------------
                                    Dennis R. Neill, President
                                    (Principal Executive Officer)



                                      -44-
<PAGE>



                                  CERTIFICATION


      I, Craig D. Loseke, certify that:

      1.  I  have   reviewed   this  annual  report  on  Form  10-K  of  Geodyne
Institutional/Pension Energy Income Limited Partnership P-7;

      2. Based on my  knowledge,  this annual report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

      a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

      b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and



                                      -45-
<PAGE>




      6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 25, 2003

                                   //s//Craig D. Loseke
                                   ---------------------------
                                   Craig D. Loseke
                                   Chief Accounting Officer
                                   (Principal Financial Officer)



                                      -46-
<PAGE>



                                  CERTIFICATION


      I, Dennis R. Neill, certify that:

      1.  I  have   reviewed   this  annual  report  on  Form  10-K  of  Geodyne
Institutional/Pension Energy Income Limited Partnership P-8;

      2. Based on my  knowledge,  this annual report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

      a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

      b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and


                                      -47-
<PAGE>

      6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 25, 2003

                                    //s//Dennis R. Neill
                                    ---------------------------
                                    Dennis R. Neill, President
                                    (Principal Executive Officer)



                                      -48-
<PAGE>



                                  CERTIFICATION


      I, Craig D. Loseke, certify that:

      1.  I  have   reviewed   this  annual  report  on  Form  10-K  of  Geodyne
Institutional/Pension Energy Income Limited Partnership P-8;

      2. Based on my  knowledge,  this annual report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this annual report is being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

      a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

      b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and



                                      -49-
<PAGE>




      6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: March 25, 2003

                                    //s// Craig D.Loseke
                                    ---------------------------
                                    Craig D. Loseke
                                    Chief Accounting Officer
                                    (Principal Financial Officer)


                                      -50-


<PAGE>
ITEM 8:    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                  REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE INSTITUTIONAL/PENSION ENERGY
INCOME LIMITED PARTNERSHIP P-7


      In our opinion, the accompanying balance sheets and the related statements
of  operations,  changes in partners'  capital  (deficit) and cash flows present
fairly,  in all  material  respects,  the  financial  position  of  the  Geodyne
Institutional/Pension Energy Income Limited Partnership P-7, an Oklahoma limited
partnership,  at December 31, 2002 and 2001,  and the results of its  operations
and its cash flows for each of the three years in the period ended  December 31,
2002, in conformity with accounting  principles generally accepted in the United
States of America.  These  financial  statements are the  responsibility  of the
Partnership's  management;  our responsibility is to express an opinion on these
financial  statements  based on our  audits.  We  conducted  our audits of these
financial statements in accordance with auditing standards generally accepted in
the United  States of America,  which require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.






                           PricewaterhouseCoopers LLP




Tulsa, Oklahoma
March 14, 2003




                                      F-1
<PAGE>



                      GEODYNE INSTITUTIONAL/PENSION ENERGY
                         INCOME LIMITED PARTNERSHIP P-7
                                 Balance Sheets
                           December 31, 2002 and 2001

                                     ASSETS
                                     ------

                                           2002           2001
                                        ------------  ------------

CURRENT ASSETS:
   Cash and cash equivalents             $  857,086    $  349,737
   Accounts receivable:
      Net Profits                           188,969       128,950
                                          ---------     ---------

        Total current assets             $1,046,055    $  478,687

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method          2,611,743     2,633,845
                                          ---------     ---------

                                         $3,657,798    $3,112,532
                                          =========     =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                      ($  102,748)  ($  123,150)
   Limited Partners, issued and
      outstanding 188,702 Units           3,760,546     3,235,682
                                          ---------     ---------

      Total Partners' capital            $3,657,798    $3,112,532
                                          =========     =========



                     The accompanying notes are an integral
                       part of these financial statements




                                      F-2
<PAGE>



                     GEODYNE INSTITUTIONAL/PENSION ENERGY
                        INCOME LIMITED PARTNERSHIP P-7
                           Statements of Operations
             For the Years Ended December 31, 2002, 2001, and 2000


                                       2002           2001           2000
                                    ----------     ----------     ----------

REVENUES:
   Net Profits                      $1,973,994     $2,042,635     $2,925,780
   Interest income                       3,712         17,542         29,655
   Gain on sale of
      Net Profits Interests               -             1,327        440,131
                                     ---------      ---------      ---------

                                    $1,977,706     $2,061,504     $3,395,566

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests             $  263,289     $  269,776     $  291,160
   General and administrative          227,880        224,879        224,725
                                     ---------      ---------      ---------

                                    $  491,169     $  494,655     $  515,885
                                     ---------      ---------      ---------

NET INCOME                          $1,486,537     $1,566,849     $2,879,681
                                     =========      =========      =========

GENERAL PARTNER - NET INCOME        $   84,673     $   88,256     $  154,148
                                     =========      =========      =========

LIMITED PARTNERS - NET INCOME       $1,401,864     $1,478,593     $2,725,533
                                     =========      =========      =========

NET INCOME per Unit                 $     7.43     $     7.84     $    14.44
                                     =========      =========      =========

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


                    The accompanying notes are an integral
                      part of these financial statements




                                      F-3
<PAGE>



                      GEODYNE INSTITUTIONAL/PENSION ENERGY
                         INCOME LIMITED PARTNERSHIP P-7
              Statements of Changes in Partners' Capital (Deficit)
              For the Years Ended December 31, 2002, 2001, and 2000


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

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

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

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

Balance, Dec. 31, 2002      $3,760,546    ($102,748)   $3,657,798
                             =========      =======     =========



                     The accompanying notes are an integral
                       part of these financial statements




                                      F-4
<PAGE>



                     GEODYNE INSTITUTIONAL/PENSION ENERGY
                        INCOME LIMITED PARTNERSHIP P-7
                           Statements of Cash Flows
             For the Years Ended December 31, 2002, 2001, and 2000

                                        2002           2001          2000
                                    ------------   ------------  ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                        $1,486,537     $1,566,849    $2,879,681
   Adjustments to reconcile
      net income to net cash
      provided by operating
      activities:
   Depletion of Net
      Profits Interests                 263,289        269,776       291,160
   Gain on sale of
      Net Profits Interests                -       (     1,327)  (   440,131)
   (Increase) decrease in accounts
      receivable - Net Profits      (    60,019)       483,849   (   216,558)
                                      ---------      ---------     ---------
   Net cash provided by
      operating activities           $1,689,807     $2,319,147    $2,514,152
                                      ---------      ---------     ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($  241,187)   ($  578,386)  ($  372,668)
   Proceeds from sale of
      Net Profits Interests                -             1,327       449,976
                                      ---------      ---------     ---------
   Net cash provided (used) by
      investing activities          ($  241,187)   ($  577,059)   $   77,308
                                      ---------      ---------     ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($  941,271)   ($2,025,812)  ($2,311,415)
                                      ---------      ---------     ---------
   Net cash used by
      financing activities          ($  941,271)   ($2,025,812)  ($2,311,415)
                                      ---------      ---------     ---------
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS         $  507,349    ($  283,724)   $  280,045

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                  349,737        633,461       353,416
                                      ---------      ---------     ---------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                     $  857,086     $  349,737    $  633,461
                                      =========      =========     =========



                    The accompanying notes are an integral
                      part of these financial statements



                                      F-5
<PAGE>



                  REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE INSTITUTIONAL/PENSION ENERGY
INCOME LIMITED PARTNERSHIP P-8

      In our opinion, the accompanying balance sheets and the related statements
of  operations,  changes in partners'  capital  (deficit) and cash flows present
fairly,  in all  material  respects,  the  financial  position  of  the  Geodyne
Institutional/Pension Energy Income Limited Partnership P-8, an Oklahoma limited
partnership,  at December 31, 2002 and 2001,  and the results of its  operations
and its cash flows for each of the three years in the period ended  December 31,
2002, in conformity with accounting  principles generally accepted in the United
States of America.  These  financial  statements are the  responsibility  of the
Partnerships'  management;  our responsibility is to express an opinion on these
financial  statements  based on our  audits.  We  conducted  our audits of these
financial statements in accordance with auditing standards generally accepted in
the United  States of America,  which require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.









                           PricewaterhouseCoopers LLP




Tulsa, Oklahoma
March 14, 2003






                                      F-6
<PAGE>




                      GEODYNE INSTITUTIONAL/PENSION ENERGY
                         INCOME LIMITED PARTNERSHIP P-8
                                 Balance Sheets
                           December 31, 2002 and 2001

                                     ASSETS
                                     ------

                                           2002           2001
                                       ------------   ------------

CURRENT ASSETS:
   Cash and cash equivalents            $  611,298     $  280,416
   Accounts receivable:
      Net Profits                          137,849         95,199
                                         ---------      ---------

        Total current assets            $  749,147     $  375,615

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method         1,529,804      1,543,676
                                         ---------      ---------

                                        $2,278,951     $1,919,291
                                         =========      =========

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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                     ($   43,633)   ($   56,816)
   Limited Partners, issued and
      outstanding 116,168 Units          2,322,584      1,976,107
                                         ---------      ---------

      Total Partners' capital           $2,278,951     $1,919,291
                                         =========      =========


                     The accompanying notes are an integral
                       part of these financial statements




                                      F-7
<PAGE>



                     GEODYNE INSTITUTIONAL/PENSION ENERGY
                        INCOME LIMITED PARTNERSHIP P-8
                           Statements of Operations
             For the Years Ended December 31, 2002, 2001, and 2000


                                      2002           2001            2000
                                   ----------     ----------      ----------

REVENUES:
   Net Profits                     $1,355,917     $1,478,510      $1,940,837
   Interest income                      3,037         14,813          21,779
   Gain on sale of Net
      Profits Interests                  -               698         233,352
                                    ---------      ---------       ---------

                                   $1,358,954     $1,494,021      $2,195,968

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests            $  161,400     $  165,773      $  180,272
   General and administrative         147,258        145,239         139,012
                                    ---------      ---------       ---------

                                   $  308,658     $  311,012      $  319,284
                                    ---------      ---------       ---------

NET INCOME                         $1,050,296     $1,183,009      $1,876,684
                                    =========      =========       =========

GENERAL PARTNER - NET INCOME       $   58,819     $   65,041      $   99,956
                                    =========      =========       =========

LIMITED PARTNERS - NET INCOME      $  991,477     $1,117,968      $1,776,728
                                    =========      =========       =========

NET INCOME per Unit                $     8.53     $     9.62      $    15.29
                                    =========      =========       =========

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




                    The accompanying notes are an integral
                      part of these financial statements




                                      F-8
<PAGE>



                      GEODYNE INSTITUTIONAL/PENSION ENERGY
                         INCOME LIMITED PARTNERSHIP P-8
              Statements of Changes in Partners' Capital (Deficit)
              For the Years Ended December 31, 2002, 2001, and 2000


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

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

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

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

Balance, Dec. 31, 2002     $2,322,584     ($43,633)    $2,278,951
                            =========       ======      =========




                     The accompanying notes are an integral
                       part of these financial statements




                                      F-9
<PAGE>



                     GEODYNE INSTITUTIONAL/PENSION ENERGY
                        INCOME LIMITED PARTNERSHIP P-8
                           Statements of Cash Flows
             For the Years Ended December 31, 2002, 2001, and 2000

                                        2002           2001          2000
                                    ------------   ------------  ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                        $1,050,296     $1,183,009    $1,876,684
   Adjustments to reconcile
      net income to net cash
      provided by operating
      activities:
   Depletion of Net
      Profits Interests                 161,400        165,773       180,272
   Gain on sale of Net
      Profits Interests                   -        (       698)  (   233,352)
   (Increase) decrease in accounts
      receivable - Net Profits      (    42,650)       310,240   (   165,847)
                                      ---------      ---------     ---------
   Net cash provided by
      operating activities           $1,169,046     $1,658,324    $1,657,757
                                      ---------      ---------     ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($  147,528)   ($  354,441)  ($  227,113)
   Proceeds from sale of
      Net Profits Interests                -               698       238,988
                                      ---------      ---------     ---------
   Net cash provided (used) by
      investing activities          ($  147,528)   ($  353,743)   $   11,875
                                      ---------      ---------     ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($  690,636)   ($1,522,538)  ($1,463,222)
                                      ---------      ---------     ---------
   Net cash used by
      financing activities          ($  690,636)   ($1,522,538)  ($1,463,222)
                                      ---------      ---------     ---------
NET INCREASE (DECREASE) IN
    CASH AND CASH EQUIVALENTS        $  330,882    ($  217,957)   $  206,410

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                  280,416        498,373       291,963
                                      ---------      ---------     ---------

CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                     $  611,298     $  280,416    $  498,373
                                      =========      =========     =========

                    The accompanying notes are an integral
                      part of these financial statements



                                      F-10
<PAGE>



                          GEODYNE INSTITUTIONAL/PENSION
                  ENERGY INCOME PROGRAM II LIMITED PARTNERSHIPS
                        Notes to the Financial Statements
              For the Years Ended December 31, 2002, 2001, and 2000


1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Organization and Nature of Operations

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

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

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



                                      F-11
<PAGE>



However,  the General Partner may extend the term of each  Partnership for up to
five  periods of two years each.  The General  Partner has extended the terms of
the  Partnerships  for their first two-year  extension  thereby  extending their
termination  date to February 28, 2004.  The General  Partner has not determined
whether it will further extend the term of either Partnership.  Accordingly, the
financial  statements have not been presented on a liquidation  basis because it
is not probable that the Partnerships will be terminated within the next year.

      An affiliate of the General Partner owned 35,643(18.9%) and 30,758 (26.5%)
of the P-7 and P-8 Partnerships' Units, respectively, at December 31, 2002.

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


      Allocation of Costs and Revenues

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

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

Sales commissions, payment
   for organization and
   offering costs and
   acquisition fee              1%       99%        -        -
Property Acquisition Costs      1%       99%        1%      99%
General and administrative
   costs and direct
   administrative costs(2)      5%       95%       15%      85%



                                      F-12
<PAGE>




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

Temporary investments of
   Limited Partners'
   Subscriptions                1%       99%        1%      99%
Income from oil and
  gas production(2)             5%       95%       15%      85%
Gain on sale of Net Profits
   Interests(2)                 5%       95%       15%      85%
All other income(2)             5%       95%       15%      85%

----------
(1)   Payout occurs when total  distributions  to Limited  Partners  equal total
      original Limited Partner subscriptions.
(2)   If at payout the total distributions received by the Limited Partners from
      the  commencement  of the property  investment  period have averaged on an
      annualized basis an amount that is less than 12% of the Limited  Partners'
      subscriptions, the percentage of income, and costs which are shared in the
      same proportions as income, allocated to the General Partner will increase
      to only 10% and the Limited  Partners  will be allocated 90% thereof until
      such time, if ever, that the  distributions  to the Limited  Partners from
      the  commencement  of the  property  investment  period  reaches  a yearly
      average  equal to at least  12% of the  Limited  Partners'  subscriptions.
      Thereafter,  income,  and costs shared in the same  proportions as income,
      will be  allocated  15% to the  General  Partner  and  85% to the  Limited
      Partners.


      Cash and Cash Equivalents

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


      Credit Risk

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


      Net Profits Interests

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



                                      F-13
<PAGE>



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

      Depletion  of the  cost  of  Net  Profits  Interests  is  computed  on the
units-of-production  method.  The Partnerships'  calculation of depletion of its
Net Profits Interests  includes  estimated  dismantlement and abandonment costs,
net of estimated  salvage values  related to the underlying  properties in which
the Partnership has a Net Profits  Interest.  The depletion rates per equivalent
barrel of oil produced during the years ended December 31, 2002,  2001, and 2000
were as follows:

           Partnership     2002     2001       2000
           -----------     -----    -----      -----

               P-7         $1.72    $1.92      $1.77
               P-8          1.54     1.66       1.65


      The  Partnerships  evaluate the  recoverability  of the carrying  costs of
their Net Profits Interests in proved oil and gas properties at the field level.
If the  unamortized  costs of a Net Profits  Interest within a field exceeds the
expected undiscounted future cash flows from such Net Profits Interest, the cost
of the Net Profits  Interest is written down to fair value,  which is determined
by using the  discounted  future  cash flows from the Net Profits  Interest.  No
impairment  provisions were recorded by the Partnerships  during the three years
ended December 31, 2002.


      Accounts Receivable (Accounts Payable) - Net Profits

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



                                      F-14
<PAGE>



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

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

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


      General and Administrative Overhead

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


      Use of Estimates in Financial Statements

      The  preparation  of financial  statements  in conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting  period.  Actual results could differ from those  estimates.  Further,
accounts  receivable  (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.




                                      F-15
<PAGE>



      New Accounting Pronouncements

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

      In  July  2001,  the  FASB  issued  FAS No.  143,  "Accounting  for  Asset
Retirement  Obligations",  which is effective for fiscal years  beginning  after
June 15, 2002 (January 1, 2003 for the  Partnerships).  FAS No. 143 will require
the recording of the fair value of liabilities associated with the retirement of
long-lived  assets (mainly plugging and abandonment  costs for the Partnerships'
depleted  wells),  in the period in which the  liabilities  are incurred (at the
time the wells are drilled).  Management  estimates that adopting this statement
will  result  in an  increase  in  capitalized  cost  of  oil  and  natural  gas
properties, an increase in net income for the cumulative effect of the change in
accounting  principle,  and the recognition of an asset retirement obligation in
the following approximate amounts for each Partnership (unaudited):


                 Change in      Increase in
                Capitalized    Net Income for
                Cost of Oil    the Change in       Asset
                  and Gas        Accounting      Retirement
Partnership      Properties      Principle       Obligation
-----------     ------------   --------------    ----------

   P-7            $465,000       $154,000         $311,000
   P-8             357,000        128,000          229,000


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

      In  November  2002,  the  FASB  issued  FASB  Interpretation  45 (FIN  45)
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect  Guarantee  of  Indebtedness  of  Others."  FIN 45  requires  that upon
issuance of a guarantee,  the guarantor  must recognize a liability for the fair
value  of the  obligation  it  assumes  under  that  guarantee.  The  disclosure
requirements  are effective for financial  statements of both interim and annual
periods which end after December 15, 2002.



                                      F-16
<PAGE>



The  Partnerships  are  not  guarantors  under  any  guarantees  and  thus  this
interpretation is not expected to have an effect on their financial  position or
results of operations.


2. TRANSACTIONS WITH RELATED PARTIES

      The  Partnerships  reimburse  the  General  Partner  for the  general  and
administrative overhead applicable to the Partnerships based on an allocation of
actual costs incurred by the General Partner.  When costs incurred benefit other
Partnerships   and  affiliates,   the  allocation  of  costs  is  based  on  the
relationship  of the  Partnerships'  reserves to the total reserves owned by all
Partnerships and affiliates. The General Partner believes this allocation method
is reasonable. Although the actual costs incurred by the General Partner and its
affiliates have fluctuated during the three years presented, the amounts charged
to the Partnerships  have not fluctuated due to expense  limitations  imposed by
the Partnership  Agreements.  The following is a summary of payments made to the
General  Partner  or  its  affiliates  by  the   Partnerships  for  general  and
administrative  overhead costs for the years ended December 31, 2002,  2001, and
2000:


           Partnership      2002         2001         2000
           -----------    --------     --------     --------

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


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


3. MAJOR CUSTOMERS

      The following table sets forth purchasers who  individually  accounted for
ten percent or more of the  combined oil and gas sales  attributable  to each of
the  Partnership's  Net Profits  Interests  during the years ended  December 31,
2002, 2001, and 2000:



                                      F-17
<PAGE>




   Partnership           Purchaser                Percentage
   -----------    ----------------------     ---------------------
                                             2002    2001     2000
                                             -----   -----    -----

       P-7        ExxonMobil Oil
                   Corporation               34.4%     -        -
                  Hunt Oil Company           16.3%   14.3%      -
                  Scurlock Permian Corp.
                   ("Scurlock")              12.4%   11.2%    12.8%
                  National Cooperative
                   Refinery Association
                   ("NCRA")                    -     26.6%    29.1%
                  Duke Energy Field
                   Services, Inc. ("Duke")     -     11.0%      -

       P-8        ExxonMobil Oil
                   Corporation               32.6%     -        -
                  Hunt Oil Company           14.1%   11.9%      -
                  NCRA                         -     23.7%    27.6%
                  El Paso Energy
                   Marketing Company           -     14.3%    10.5%
                  Duke                         -     12.0%      -
                  Scurlock                     -       -      10.2%


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


4. SUPPLEMENTAL OIL AND GAS INFORMATION

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


      Capitalized Costs

      Capitalized  costs and  accumulated  depletion and valuation  allowance at
December 31, 2002 and 2001 were as follows:



                                      F-18
<PAGE>




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

                                          2002           2001
                                      -------------  -------------

Net Profits Interests in proved
   oil and gas properties              $14,948,924    $14,704,920

Accumulated depletion and
   valuation allowance                ( 12,337,181)  ( 12,071,075)
                                        ----------     ----------
   Net Profits Interests, net          $ 2,611,743    $ 2,633,845
                                        ==========     ==========

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

                                          2002           2001
                                      -------------  -------------

Net Profits Interests in proved
   oil and gas properties              $ 9,052,440    $ 8,903,459

Accumulated depletion and
   valuation allowance                (  7,522,636)  (  7,359,783)
                                        ----------     ----------

   Net Profits Interests, net          $ 1,529,804    $ 1,543,676
                                        ==========     ==========


      Costs Incurred

      The  following  table  sets  forth the  development  costs  related to the
Working  Interests which are burdened by the Partnerships' Net Profits Interests
during  the  years  ended  December  31,  2002,  2001,  and  2000.  Since  these
development   costs  were  charged  against  the  Net  Profits  payable  to  the
Partnerships,  such development costs were indirectly borne by the Partnerships.
No acquisition or exploration costs were incurred during the same periods.


   Partnership                   2002         2001         2000
   ------------                --------     --------     --------

        P-7                    $241,187     $578,386     $372,668
        P-8                     147,528      354,441      227,113




                                      F-19
<PAGE>




      Quantities of Proved Oil and Gas Reserves - Unaudited

      The  following  table  summarizes  changes  in net  quantities  of  proved
reserves  attributable to the Partnerships' Net Profits Interests,  all of which
are located in the United States, for the periods indicated. The proved reserves
were   estimated  by  petroleum   engineers   employed  by   affiliates  of  the
Partnerships.  Certain reserve  information was reviewed by Ryder Scott Company,
L.P., an  independent  petroleum  engineering  firm.  The following  information
includes certain gas balancing adjustments which cause the gas volumes to differ
from the reserve  reports  prepared by the General  Partner and  reviewed by the
Ryder Scott.





                                      F-20
<PAGE>

<TABLE>
<CAPTION>


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

<S>                                        <C>           <C>               <C>           <C>
Proved reserves, December 31, 1999          889,526       3,638,629         511,782       2,616,775
   Production                              ( 91,382)     (  441,284)       ( 54,441)     (  329,468)
   Sales of minerals in place              ( 25,033)     (   17,659)       ( 13,075)     (    9,322)
   Extensions and discoveries                33,376          25,904          20,569          15,962
   Revisions of previous
      estimates                              23,372         669,601          18,384         418,281
                                            -------       ---------         -------       ---------
Proved reserves, December 31, 2000          829,859       3,875,191         483,219       2,712,228
   Production                              ( 80,436)     (  361,056)       ( 49,321)     (  304,980)
   Sales of minerals in place              (     20)     (      256)       (      9)     (      132)
   Extensions and discoveries               259,872         676,803         159,357         386,062
   Revisions of previous
      estimates                            ( 22,140)     (  177,375)       ( 11,769)         19,089
                                            -------       ---------         -------       ---------
Proved reserves, December 31, 2001          987,135       4,013,307         581,477       2,812,267
   Production                              ( 89,957)     (  377,169)       ( 54,657)     (  300,937)
   Extensions and discoveries                25,945         186,465          12,058         105,899
   Revisions of previous
      estimates                              24,102         596,527          17,780         430,247
                                            -------       ---------         -------       ---------
Proved reserves, December 31, 2002          947,225       4,419,130         556,658       3,047,476
                                            =======       =========         =======       =========
PROVED DEVELOPED RESERVES:
   December 31, 2000                        829,859       3,875,191         483,199       2,712,021
                                            =======       =========         =======       =========
   December 31, 2001                        987,135       4,013,307         581,455       2,812,058
                                            =======       =========         =======       =========
   December 31, 2002                        947,225       4,419,130         556,636       3,047,267
                                            =======       =========         =======       =========


</TABLE>



                                      F-21
<PAGE>




5. QUARTERLY FINANCIAL DATA (Unaudited)

      Summarized  unaudited  quarterly  financial  data for 2002 and 2001 are as
follows:

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


                                                 2002
                        ------------------------------------------------------
                           First        Second          Third         Fourth
                          Quarter       Quarter        Quarter        Quarter
                        ----------      --------       --------       --------

Total Revenues           $126,097       $628,014       $538,903       $684,692
Gross Profit (1)           65,563        540,754        493,139        614,961
Net Income (Loss)       (   2,343)       486,409        439,151        563,320
Limited Partners'
   Net Income (Loss)
   Per Unit             (     .02)          2.43           2.20           2.82


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

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

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




                                      F-22
<PAGE>





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

                                                  2002
                        -----------------------------------------------------
                          First          Second          Third         Fourth
                         Quarter         Quarter        Quarter        Quarter
                        --------        --------       --------       --------

Total Revenues          $114,882        $417,850       $358,729       $467,493
Gross Profit (1)          76,568         367,030        328,370        425,586
Net Income                30,113         332,103        294,562        393,518
Limited Partners'
   Net Income
   Per Unit                  .23            2.70           2.40           3.20

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

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

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




                                      F-23
<PAGE>




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


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

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

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

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

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

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

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



                                      F-24
<PAGE>




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

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

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

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

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

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

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



                                      F-25
<PAGE>




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

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

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

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

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

*99.1  Certification  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
       Section  902  of  the   Sarbanes-Oxley   Act  of  2002  for  the  Geodyne
       Institutional/Pension Energy Income Limited Partnership P-7.

*99.2  Certification  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
       Section  902  of  the   Sarbanes-Oxley   Act  of  2002  for  the  Geodyne
       Institutional/Pension Energy Income Limited Partnership P-8.


      All other Exhibits are omitted as inapplicable.

      ----------

      *Filed herewith.


                                      F-26