FORM 10-K405/A-1
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                               AMENDMENT NO. 1 TO
              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1997

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
          -----

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

      DOCUMENTS INCORPORATED BY REFERENCE: None



<PAGE>




                                 FORM 10-K405
                               TABLE OF CONTENTS


PART I.......................................................................1
      ITEM 1.     BUSINESS...................................................1
      ITEM 2.     PROPERTIES.................................................6
      ITEM 3.     LEGAL PROCEEDINGS.........................................11
      ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......14
PART II.....................................................................14
      ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS......14
      ITEM 6.     SELECTED FINANCIAL DATA...................................17
      ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS.......................19
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............29
      ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.......................29

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

PART IV.....................................................................38
      ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
                  ON FORM 8-K...............................................38

SIGNATURES..................................................................41





<PAGE>



                                    PART I.

ITEM 1.  BUSINESS

      General

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

      The  General  Partner  currently  serves as general  partner of 29 limited
partnerships,  including the Partnerships. The General Partner is a wholly-owned
subsidiary  of Samson  Investment  Company.  Samson  Investment  Company and its
various corporate subsidiaries, including the General Partner (collectively, the
"Samson Companies"),  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, 1997 the Samson Companies owned interests
in  approximately  13,000  oil and gas wells  located in 19 states of the United
States and the countries of Canada, Venezuela, and Russia. At December 31, 1997,
the Samson Companies operated  approximately  2,500 oil and gas wells located in
15 states of the United States, as well as Canada, Venezuela, and Russia.

      The  Partnerships  are  currently  engaged in the  business  of owning net
profits  and  royalty  interests  in  oil  and  gas  properties  located  in the
continental  United States.  Most of the net profits  interests  acquired by the
Partnerships have been carved out of working interests in oil and gas properties
("Working  Interests")  which were acquired by affiliated oil and gas investment
programs or other affiliates (the "Affiliated Programs").  Net profits interests
entitle the  Partnerships  to a share of net revenues from producing  properties
measured by a specific percentage of the net profits realized by such Affiliated
Programs.  Except  where  otherwise  noted,  references  to certain  operational
activities of the  Partnerships  are actually the  activities of the  Affiliated
Programs.  As the holder of a net profits interest,  a Partnership is not liable
to pay any  amount by which oil and gas  operating  costs  and  expenses  exceed
revenues for any period,  although  any  deficit,  together  with  interest,  is
applied to reduce the amounts payable to the Partnership in subsequent  periods.
As used  throughout  this Annual  Report on Form 10-K405   ("Annual Report") the
Partnerships' net profits  and royalty  interests in  oil and  gas sales will be


                                       1
<PAGE>



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

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

      As limited partnerships,  the Partnerships have no officers, directors, or
employees.  They rely instead on the  personnel  of the General  Partner and the
other Samson  Companies.  As of February 1, 1998, the Samson Companies  employed
approximately  820 persons.  No employees are covered by  collective  bargaining
agreements,  and management  believes that the Samson Companies  provide a sound
employee relations environment. For information regarding the executive officers
of the General Partner,  see "Item 10.  Directors and Executive  Officers of the
General Partner."

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


      Funding

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


      Principal Products Produced and Services Rendered

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





                                       2
<PAGE>



      Competition and Marketing

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

      The most important  variable  affecting the Partnerships'  revenues is the
prices  received for the sale of oil and gas.  Predicting  future prices is very
difficult.  Concerning  past trends,  average yearly  wellhead gas prices in the
United States have been volatile for a number of years.  For the past ten years,
such  average  prices have  generally  been in the $1.40 to $2.40 per Mcf range,
significantly  below prices  received in the early 1980s.  Average gas prices in
the latter part of 1996 and parts of 1997,  however,  were somewhat  higher than
those yearly averages. Gas prices are currently in the higher end of the 10-year
average range described above.

      Substantially  all of the Partnerships' gas reserves are being sold on the
"spot  market."  Prices on the spot  market  are  subject to wide  seasonal  and
regional pricing  fluctuations due to the highly  competitive nature of the spot
market. In addition,  such spot market sales are generally  short-term in nature
and are dependent  upon the  obtaining of  transportation  services  provided by
pipelines.  Spot prices for the Partnerships'  gas decreased from  approximately
$3.57 per Mcf at December  31, 1996 to  approximately  $2.32 per Mcf at December
31, 1997. Such prices were on an MMBTU basis and differ from the prices actually
received by the  Partnerships  due to  transportation  and marketing  costs, BTU
adjustments, and regional price and quality differences.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel range.  Due to global  consumption and supply trends
over the last several  months as well as  expectations  of at least a short-term
slowdown in Asian energy  demand,  oil prices have  recently  been in the mid to
lower  portions of this  pricing  range,  and in early 1998 dropped to as low as
approximately  $13.75  per  barrel.  It is not known  whether  this  trend  will
continue.  Prices for the Partnerships' oil decreased from approximately  $23.75
per barrel at December 31, 1996 to  approximately  $16.25 per barrel at December
31, 1997.



                                       3
<PAGE>




      Future prices for both oil and gas will likely be different  from (and may
be lower  than) the prices in effect on  December  31,  1997.  Primarily  due to
heating  season  demand,  year-end  prices in many past years have  tended to be
higher, and in some cases  significantly  higher,  than the yearly average price
actually  received  by  the  Partnerships  for  at  least  the  following  year.
Management  is unable to predict  whether  future  oil and gas  prices  will (i)
stabilize, (ii) increase, or (iii) decrease.


      Significant Customers

      The following  customers  accounted for ten percent or more of the oil and
gas revenues  attributable to the Partnerships' Net Profits Interests during the
year ended December 31, 1997:

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

          P-7           National Cooperative
                          Refinery Association
                          ("NCRA")                             27.1%
                        Scurlock Permian Corp.
                          ("Scurlock")                         15.8%


          P-8           NCRA                                   25.8%
                        Scurlock                               12.8%


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

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




                                       4
<PAGE>




      Oil, Gas, and Environmental Control Regulations

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

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

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

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


      Insurance Coverage

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


                                       5
<PAGE>



material adverse effect on the Partnerships'  financial  position and results of
operations  in that it could  negatively  impact the cash flow received from the
Net Profits Interests.


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, 1997.

                                     Number of Wells(1)
                                ---------------------------
                  P/ship        Total        Oil        Gas
                  ------        -----       -----       ---
                    P-7         1,577       1,274       303
                    P-8         1,769       1,417       352

-----------
(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 1997, the Partnerships  indirectly  participated in the drilling of
51  developmental  wells in large unitized  properties in which the Partnerships
have  relatively  small Net  Profits  Interests.  26 of these  wells were in the
Plains  Unit  located  in Yoakum  County,  Texas and 25 of the wells were in the
Goldsmith Adobe Unit located in Ector County, Texas. Both of these units produce
primarily oil.


      Oil and Gas Production, Revenue, and Price History

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




                                       6
<PAGE>




                              Net Production Data

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

                                            Year ended December 31,
                                 -------------------------------------------
                                    1997             1996            1995
                                 ----------       ----------      ----------
   Production:
      Oil (Bbls)                    120,178          138,204         136,451
      Gas (Mcf)                     641,756          702,019         893,266

   Oil and gas sales:
      Oil                        $2,324,633       $2,781,358      $2,279,795
      Gas                         1,402,005        1,400,864       1,233,079
                                  ---------        ---------       ---------
        Total                    $3,726,638       $4,182,222      $3,512,874
                                  =========        =========       =========
   Average sales price:
      Per barrel of oil              $19.34           $20.13          $16.71
      Per Mcf of gas                   2.18             2.00            1.38


                              Net Production Data

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

                                           Year ended December 31,
                                 -------------------------------------------
                                    1997             1996            1995
                                 ----------       ----------      ----------

   Production:
      Oil (Bbls)                     71,117           80,477          81,254
      Gas (Mcf)                     451,812          499,493         676,634

   Oil and gas sales:
      Oil                        $1,370,094       $1,620,507      $1,354,451
      Gas                         1,009,409        1,044,563         913,535
                                  ---------        ---------       ---------
        Total                    $2,379,503       $2,665,070      $2,267,986
                                  =========        =========       =========
   Average sales price:
      Per barrel of oil              $19.27           $20.14          $16.67
      Per Mcf of gas                   2.23             2.09            1.35





                                       7
<PAGE>



      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, 1997 which were
attributable to the Partnerships' Net Profits Interests. (Throughout this Annual
Report,  such  interests  will  be  referred  to as  the  Partnerships'  "proved
reserves.")  The  schedule  of  quantities  of proved oil and gas  reserves  was
prepared by the General Partner in accordance  with the rules  prescribed by the
Securities and Exchange Commission (the "SEC").  Certain reserve information was
reviewed  by  Ryder  Scott  Company  Petroleum  Engineers  ("Ryder  Scott"),  an
independent  petroleum  engineering firm. As used throughout this Annual Report,
"proved  reserves"  refers to those estimated  quantities of crude oil, gas, and
gas liquids which  geological and engineering  data  demonstrate with reasonable
certainty to be  recoverable  in future years from known oil and gas  reservoirs
under existing economic and operating conditions.

      Net present  value  represents  estimated  future gross cash flow from the
production and sale of proved reserves,  net of estimated oil and gas production
costs (including production taxes, ad valorem taxes, and operating expenses) and
estimated  future  development  costs,  discounted at 10% per annum. Net present
value of the proved  reserves was  calculated  on the basis of current costs and
prices at December 31, 1997.  Such prices were not  escalated  except in certain
circumstances   where  escalations  were  fixed  and  readily   determinable  in
accordance with applicable contract  provisions.  The prices used in calculating
the net present value of the proved reserves do not  necessarily  reflect market
prices for oil and gas  production  subsequent  to December 31,  1997.  Year-end
prices have generally been higher than prices during the rest of the year. There
can be no assurance that the prices used in calculating the net present value at
December 31, 1997 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.





                                       8
<PAGE>



                              Proved Reserves and
                               Net Present Values
                             From Proved Reserves
                          As of December 31, 1997(1)

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

   Estimated proved reserves:
      Gas (Mcf)                                                 3,337,475
      Oil and liquids (Bbls)                                    1,000,473

   Net present value (discounted at 10% per annum)             $7,704,821

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

   Estimated proved reserves:
      Gas (Mcf)                                                 2,194,098
      Oil and liquids (Bbls)                                      571,477

   Net present value (discounted at 10% per annum)             $4,784,166

----------

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


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


      Significant Properties

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

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



                                       9
<PAGE>
<TABLE>
<CAPTION>



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

                                Wells
                             Operated by
                             Affiliates             Oil      Gas
                Total      --------------         Reserves  Reserves        Present
Basin Wells     Number        %       (Bbl)        (Mcf)     Value
-----------     -----      ------      ---        -------  ---------       ---------
<S>             <C>           <C>      <C>        <C>          <C>         <C>      
P-7 P/ship:
  Anadarko         41         20       49%         25,487      1,430,331   $1,408,906
  Permian       1,380          5        -%        933,419      1,646,779    5,849,447

P-8 P/ship:
  Anadarko         60         25       42%         14,340        943,770   $  978,438
  Permian       2,138          5        -%        533,812      1,003,221    3,401,099
</TABLE>






                                       10
<PAGE>




      Title to Oil and Gas Properties

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

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


ITEM 3.  LEGAL PROCEEDINGS

     On December 6, 1994, the Partnerships,  among other parties,  were named as
defendants  in a lawsuit  alleging  causes of action  based on fraud,  negligent
misrepresentation,  breach of fiduciary duty,  breach of implied  covenant,  and
breach  of  contract  in  connection  with  the  offer  and sale of units in the
Partnerships ("Units") (Marion Wolfe v. Geodyne Resources, Inc., et al. Case No.
94-059799,  District Court of Harris County,  Texas).  The plaintiff's  petition
alleged  that the lawsuit was being  brought as a class  action on behalf of the
investors who purchased  Units. The lawsuit has been  consolidated  with another
lawsuit which is also pending in Harris County, Texas, Sidney Neidick, et al. v.
Geodyne  Resources,  Inc., et al, Case No.  94-052860,  District Court of Harris



                                       11
<PAGE>



County,  Texas.  On June 7, 1995,  Geodyne and the  Partnerships  were dismissed
without prejudice as defendants in the matter. In addition, on June 7, 1995, the
matter was certified as a class action.

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

      On January 18, 1996, PaineWebber issued a press release indicating that it
had reached an agreement to settle the pending Federal  Partnership Class Action
along with the consolidated Neidick matter referred to above (collectively,  the
"PaineWebber  Partnership Class Actions"),  along with a settlement with the SEC
and an agreement to settle with various  state  securities  regulators.  On that
date,  PaineWebber paid $125 million into an interest bearing account as part of
a memorandum of  understanding  in connection with the proposed  settlement (the
"Settlement  Fund").  The Settlement  Fund applies to claims related to both the
Partnerships  and certain  other  investment  programs sold by  PaineWebber.  In
addition, PaineWebber agreed to a SEC administrative order creating a capped $40
million fund (the "SEC Claims  Fund"),  which is to be  distributed  to eligible
Limited Partners by an independent administrator (the "Claims Administrator"); a
civil  penalty of $5 million  leveled by the SEC;  and payments  aggregating  $5
million to state securities administrators. Such settlement is not an obligation
of either the  Partnerships  or Geodyne and,  accordingly,  would not affect the
financial statements of the Partnerships.

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



                                       12
<PAGE>



previously  opted out of the Class,  (ii) previously  released  PaineWebber,  or
(iii) finally adjudicated their claims against PaineWebber.

      Plaintiffs'  counsel will be responsible for allocating  payments from the
$125 million  Settlement  Fund previously  funded by PaineWebber  among eligible
Limited  Partners and investors in other unrelated  PaineWebber  partnerships in
accordance  with the  settlement.  The amount and date of any payment  will vary
depending  upon many factors set forth in the Notice.  It is currently  expected
that payments from the Settlement Fund will be made some time in 1998.

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

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

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

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



                                       13
<PAGE>



Partnerships was suitable for him at the time of purchase.  In addition,  if the
Limited  Partner has opted out of the PaineWebber  Partnership  Class Action and
has not already settled with  PaineWebber or has had a claim resolved by a court
or in arbitration,  the Claims Administrator will also consider allegations that
misrepresentations were made in connection with the sale of the Units.

      On March 20, 1997 the  settlement  described  above was  confirmed  by the
federal court.  Certain limited partners in partnerships that were not sponsored
by the General Partner  appealed the  confirmations;  however,  all such appeals
were  denied by the  United  States  Second  Circuit  Court of  Appeals  and the
settlement  order is now final.  The parties are currently  awaiting a ruling by
the federal  district judge as to the amount of attorneys' fees to be awarded to
the plaintiffs'  attorneys from the Settlement Fund. The General Partner expects
that the Settlement  Fund will be distributed to eligible class members within a
few months following the entry of a final order on the attorneys' fees.

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


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

      There were no matters  submitted to a vote of the Limited  Partners of any
Partnership during 1997.


PART II.

ITEM 5.  MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS

      As  of  January  31,  1998,  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              1,218
                P-8            116,168              1,114

      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,


                                       14
<PAGE>



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

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


                            Repurchase Offer Prices
                            -----------------------
                       1996                          1997              1998
           --------------------------    --------------------------    -----
           1st    2nd     3rd    4th     1st    2nd     3rd    4th      1st
P/ship     Qtr.   Qtr.    Qtr.   Qtr.    Qtr.   Qtr.    Qtr.   Qtr.     Qtr.
------     ----   ----    ----   ----    ----   ----    ----   ----     ----

 P-7       $30    $29     $37    $33     $30    $34     $31    $28      $25
 P-8        28     26      36     34      30     34      31     28       25


      In addition to this repurchase  offer, the Partnerships  have been subject
to "4.9% tender  offers" from several  third  parties  during 1997.  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



                                       15
<PAGE>



obligations  whetherobligations  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 1996 and 1997 and the first quarter of 1998:

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

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


                                  1997                               1998
                 -------------------------------------------         -----
                  1st          2nd       3rd          4th             1st
   P/ship         Qtr.(1)      Qtr.      Qtr.(1)      Qtr.            Qtr
   ------        --------     -----      -------     -------         -----
    P-7          $3.22        $3.00      $3.65       $2.37           $2.73
    P-8           3.57         3.54       3.82        2.44            2.85


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





                                       16
<PAGE>




ITEM 6.  SELECTED FINANCIAL DATA

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

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

                                       1997            1996             1995              1994              1993
                                   -------------   -------------    -------------     -------------     -------------
   <S>                             <C>             <C>              <C>               <C>               <C>        
   Net Profits                      $2,071,410      $2,189,073       $1,805,775        $ 1,765,636       $ 2,551,009

   Net Income (Loss):
      Limited Partners             (   291,307)      1,002,570      (   173,270)      (    953,384)     (    177,838)
      General Partner                   79,104          97,048           62,313             48,118            90,828
      Total                        (   212,203)      1,099,618      (   110,957)      (    905,266)     (     87,010)

   Limited Partners' Net
      Income (Loss) per Unit       (      1.54)           5.31      (       .92)      (       5.05)     (        .94)

   Limited Partners' Cash
      Distributions per Unit             12.24            8.49             6.49              10.38              9.60

   Total Assets                      5,707,521       8,329,130        8,975,278         10,374,235        13,343,501

   Partners' Capital (Deficit)
      Limited Partners               5,820,065       8,421,372        9,020,802         10,419,072        13,332,456
      General Partner              (   119,241)    (    92,242)     (    45,524)      (     44,837)           11,045

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


</TABLE>




                                       17
<PAGE>

<TABLE>
<CAPTION>


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

                                        1997              1996             1995             1994             1993
                                    -------------     -------------    -------------    -------------    ------------
   <S>                              <C>               <C>              <C>              <C>              <C>       
   Net Profits                       $1,552,581        $1,322,349       $1,346,992       $  976,911       $1,533,306

   Net Income (Loss):
      Limited Partners                   23,531           454,230      (    72,844)     (   987,517)     (   182,827)
      General Partner                    62,184            55,352           48,233           20,615           54,553
      Total                              85,715           509,582      (    24,611)     (   966,902)     (   128,274)

   Limited Partners' Net
      Income (Loss) per Unit                .20              3.91      (       .63)     (      8.50)     (      1.57)

   Limited Partners' Cash
      Distributions per Unit              13.37              8.31             7.57             9.77             8.43

   Total Assets                       3,195,524         4,727,442        5,272,926        6,299,996        8,385,939

   Partners' Capital (Deficit)
      Limited Partners                3,252,288         4,781,757        5,293,527        6,246,371        8,368,888
      General Partner               (    56,764)      (    54,315)     (    20,601)     (    24,334)          17,051

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


</TABLE>



                                       18
<PAGE>




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

      Use of Forward-Looking Statements and Estimates

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

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


      General Discussion

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



                                       19
<PAGE>



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

      The most important  variable  affecting the Partnerships'  revenues is the
prices  received for the sale of oil and gas.  Predicting  future prices is very
difficult.  Concerning  past trends,  average yearly  wellhead gas prices in the
United States have been volatile for a number of years.  For the past ten years,
such  average  prices have  generally  been in the $1.40 to $2.40 per Mcf range,
significantly  below prices  received in the early 1980s.  Average gas prices in
the latter part of 1996 and parts of 1997,  however,  were somewhat  higher than
those yearly averages. Gas prices are currently in the higher end of the 10-year
average price range described above.

      Substantially  all of the Partnerships' gas reserves are being sold in the
"spot  market."  Prices on the spot  market  are  subject to wide  seasonal  and
regional pricing  fluctuations due to the highly  competitive nature of the spot
market. In addition,  such spot market sales are generally  short-term in nature
and are dependent  upon the  obtaining of  transportation  services  provided by
pipelines.  Spot prices for the Partnerships'  gas decreased from  approximately
$3.57 per Mcf at December  31, 1996 to  approximately  $2.32 per Mcf at December
31, 1997. Such prices were on an MMBTU basis and differ from the prices actually
received by the  Partnerships  due to  transportation  and marketing  costs, BTU
adjustments, and regional price and quality differences.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel range.  Due to global  consumption and supply trends
over the last several  months as well as  expectations  of at least a short-term
slowdown in Asian energy  demand,  oil prices have  recently  been in the mid to
lower  portions  of this  pricing  range and in early 1998  dropped to as low as
approximately  $13.75  per  barrel.  It is not known  whether  this  trend  will
continue.  Prices for the Partnerships' oil decreased from approximately  $23.75
per barrel at December 31, 1996 to  approximately  $16.25 per barrel at December
31, 1997.

      Future prices for both oil and gas will likely be different  from (and may
be lower  than) the prices in effect on  December  31,  1997.  Primarily  due to
heating  season  demand,  year-end  prices in many past years have  tended to be
higher, and in some cases  significantly  higher,  than the yearly average price
actually  received  by  the  Partnerships  for  at  least  the  following  year.
Management  is unable to predict  whether  future  oil and gas  prices  will (i)
stabilize, (ii) increase, or (iii) decrease.




                                       20
<PAGE>



      As discussed in the "Results of Operations" section below,  volumes of oil
and gas sold also significantly affect the Partnerships'  revenues.  Oil and gas
wells generally  produce the most oil or gas in the earlier years of their lives
and, as production continues, the rate of production naturally declines. At some
point,   production  physically  ceases  or  becomes  no  longer  economic.  The
Partnerships  are  not  acquiring  additional  Net  Profits  Interests,  and the
existing  Net Profits  Interests  are not  experiencing  significant  additional
production through drilling or other capital projects. Therefore, volumes of oil
and gas produced from the properties  underlying the  Partnerships'  Net Profits
Interests  naturally  decline from year to year. Over the past three years, this
decline in production of oil and gas generally  ranged from 12 to 19 percent per
year.  While it is difficult for  management to predict future  production  from
these properties,  it is likely that this general trend of declining  production
will continue.

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


      Results of Operations

      An  analysis  of the  change  in net oil and gas  operations  (oil and gas
sales, less lease operating  expenses and production taxes), is presented in the
tables following "Results of Operations" under the heading "Average Proceeds and
Units of Production." Following is a discussion of each Partnership's results of
operations  for the year ended  December  31, 1997 as compared to the year ended
December  31, 1996 and for the year ended  December  31, 1996 as compared to the
year ended December 31, 1995.




                                       21
<PAGE>



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

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

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

      Depletion of Net Profits Interests  decreased  $277,958 (25.9%) in 1997 as
compared to 1996. This decrease  resulted  primarily from (i) a lower depletable
base caused by significant  write-downs of oil and gas properties in 1997,  (ii)
an upward revision in the estimate of remaining oil and gas reserves at December
31, 1997,  and (iii) the  decreases in volumes of oil and gas sold in 1997. As a
percentage of Net Profits, this expense decreased to 38.3% in 1997 from 49.0% in
1996.  This  percentage  decrease was  primarily  due to the dollar  decrease in
depletion of Net Profits  Interests and the increase in the average price of gas
sold in 1997.

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



                                       22
<PAGE>




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

      Cumulative cash distributions to the Limited Partners through December 31,
1997 were $9,662,916 or 51.21% of the Limited Partners' capital contributions.


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

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

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




                                       23
<PAGE>



      The P-7  Partnership  recognized  a non-cash  charge  against  earnings of
$187,916 in 1995. This impairment provision was necessary due to the unamortized
costs of Net Profits  Interests  exceeding the undiscounted  future net revenues
from such Net Profits Interests. No similar charge was necessary in 1996.

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


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

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

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

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




                                       24
<PAGE>



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

      General and administrative  expenses remained  relatively constant in 1997
as compared to 1996. As a percentage of Net Profits, these expenses decreased to
9.0% in 1997 from 10.5% in 1996. This  percentage  decrease was primarily due to
the increase in Net Profits discussed above.

      Cumulative cash distributions to the Limited Partners through December 31,
1997 were $5,948,583 or 51.21% of the Limited Partners' capital contributions.


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

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



                                       25
<PAGE>



respectively,  for 1996 from $16.67 per barrel and $1.35 per Mcf,  respectively,
for 1995.

      Depletion of Net Profits Interests  decreased  $233,745 (23.5%) in 1996 as
compared to 1995. Of this decrease,  approximately one-third was related to four
significant  wells which were fully  depleted in 1995 due to a lack of remaining
reserves and the other  two-thirds of this decrease were  primarily due to (i) a
decrease in capitalized costs due to an impairment  provision  recognized during
the fourth quarter of 1995, (ii) upward  revisions in the estimates of remaining
oil reserves at December 31, 1996, and (iii) the decrease in equivalent units of
production  sold during  1996,  partially  offset by downward  revisions  in the
estimates of remaining gas reserves at December 31, 1996. As a percentage of Net
Profits,  this  expense  decreased  to 57.4% in 1996  from  73.7% in 1995.  This
decrease was  primarily  due to the dollar  decrease in depletion of Net Profits
Interests  and the  increases  in the average  prices of oil and gas sold during
1996.

      The P-8  Partnership  recognized  a non-cash  charge  against  earnings of
$243,909 in 1995. This impairment provision was necessary due to the unamortized
costs of Net Profits  Interests  exceeding the undiscounted  future net revenues
from such Net Profits Interests. No similar charge was necessary in 1996.

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


      Average Proceeds and Units of Production

      The following  tables are  comparisons of the annual  equivalent  units of
production  (one  barrel  of oil or six Mcf of gas)  and  the  average  proceeds
received  per  equivalent   unit  of  production  for  the  oil  and  gas  sales
attributable  to the  Partnerships'  Net  Profits  Interest  for the years ended
December 31, 1997,  1996, and 1995. These factors comprise the change in oil and
gas sales discussed in the "Results of Operations" section above.




                                       26
<PAGE>




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

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

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


                             1996 Compared to 1995
                             ---------------------

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

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


      Liquidity and Capital Resources

      Net  proceeds  from  operations  less  necessary   operating  capital  are
distributed to the Limited  Partners on a quarterly  basis.  See "Item 5. Market
for Units and Related  Limited  Partner  Matters." The net proceeds from the Net
Profits Interests are not reinvested in productive assets.  Assuming  production
levels  for 1997 the P-7 and P-8  Partnerships'  proved  reserve  quantities  at
December 31, 1997 would have remaining lives of approximately 8.3 and 8.0 years,
respectively,  for oil  reserves  and 5.2 and 4.9 years,  respectively,  for gas
reserves.

      The   Partnerships'   available   capital   from  the  Limited   Partners'
subscriptions  has been spent on Net Profits  Interests  and there  should be no
further  material  capital  resource  commitments  in  the  future.   Occasional
expenditures  by the Affiliated  Programs for new wells or well  recompletion or
workovers,  however,  may reduce or eliminate  cash  available  for a particular
quarterly cash distribution. In 1997, capital expenditures affecting the P-7 and
P-8   Partnerships'   Net  Profits  Interests  totaled  $258,702  and  $147,601,
respectively. These costs were incurred in drilling additional wells in existing
large unitized  properties  attributable  to the P-7 and P-8  Partnerships'  Net
Profits  Interests  and the  recompletion  of one well  attributable  to the P-8
Partnership's Net Profits Interests. The Partnerships have no debt commitments.




                                       27
<PAGE>



      The Partnerships  sold certain Net Profits Interests during 1997. The sale
of a Net Profits  Interest  was made by the  General  Partner  after  giving due
consideration to the offer price and the General Partner's  estimate of both the
underlying  property's remaining proved reserves and future operating costs. Net
proceeds from the sale of any such Net Profits Interests were distributed to the
Partnerships  and  included  in  the  calculation  of  the  Partnerships'   cash
distributions for the quarter immediately following the Partnerships' receipt of
the proceeds. Such proceeds to the P-7 and P-8 Partnerships from the sale of Net
Profits Interests in 1997 were $311,726 and $199,176, respectively.

     The sale of  these  Net  Profits  Interests  reduced  the  quantity  of the
Partnerships'  proved  reserves.  It is also  possible  that  the  Partnerships'
repurchase values and future cash  distributions  could decline as a result of a
reduction of the  Partnerships'  reserve base. The General Partner believes that
the sale of these Net Profits  Interests will be beneficial to the  Partnerships
since the properties  underlying the Net Profits  Interests sold generally had a
higher  ratio of future  operating  expenses as  compared  to reserves  than the
properties not sold. 

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


      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
1997. Oil and gas prices have fluctuated  during recent years and generally have



                                       28
<PAGE>



not followed the same pattern as  inflation.  See "Item 2.  Properties - Oil and
Gas Production, Revenue, and Price History."


      Year 2000 Computer Issues

      The General  Partner has  reviewed  its  computer  systems and hardware to
locate potential operational problems associated with the year 2000. Such review
will continue until all potential problems are located and resolved. The General
Partner believes that all year-2000 problems in its computer system have been or
will be  resolved  in a timely  manner  and have not  caused  and will not cause
disruption  of  the  Partnerships'  operations  or  a  material  affect  on  the
Partnerships'  financial  condition  or result  of  operations.  However,  it is
possible  that the  Partnerships'  cash flows could be  disrupted  by  year-2000
problems  experienced  by operators of the  Partnerships'  wells,  buyers of the
Partnerships' oil and gas, financial institutions, or other persons. The General
Partner  is unable to  quantify  the  effect,  if any,  on the  Partnerships  of
year-2000 computer problems experienced by these third parties.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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


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

      None.


                                   PART III.

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER

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

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

      Judy K. Fox              46      Secretary




                                       29
<PAGE>



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

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

      Judy K. Fox joined the Samson Companies in 1990 and was named Secretary of
Geodyne  and its  subsidiaries  on June 30,  1996.  Prior to joining  the Samson
Companies, she served as Gas Contract Manager for Ely Energy Company. Ms. Fox is
also  Secretary of Berry Gas Company,  Circle L Drilling  Company,  Compression,
Inc.,  Dyco  Petroleum  Corporation,  Samson  Hydrocarbons  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 of
reports required under Section 16 of the Securities  Exchange Act of 1934 during
1997.

ITEM 11.  EXECUTIVE COMPENSATION

      The General  Partner and its  affiliates are reimbursed for actual general
and  administrative  costs and operating costs incurred and  attributable to the
conduct of the business affairs and operations of the Partnerships,  computed on
a cost basis,  determined  in  accordance  with  generally  accepted  accounting
principles.  Such reimbursed  costs and expenses  allocated to the  Partnerships
include office rent, secretarial, employee compensation and benefits, travel and
communication costs, fees for professional  services,  and other items generally
classified  as  general or  administrative  expense.  The amount of general  and
administrative  expense  allocated to the General Partner and its affiliates and
charged to each  Partnership  during  1997,  1996,  and 1995 is set forth in the
table below.  Although the actual costs incurred by the General  Partner and its
affiliates have fluctuated during the three years presented, the amounts charged
to the Partnerships  have not fluctuated due to expense  limitations  imposed by
the Partnership Agreements.




                                       30
<PAGE>



            Partnership         1997           1996           1995
            -----------       --------       --------       --------

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

      None  of  the  officers  or  directors  of  the  General  Partner  receive
compensation  directly from the  Partnerships.  The  Partnerships  reimburse the
General  Partner  or its  affiliates  for that  portion  of such  officers'  and
directors'   salaries  and  expenses   attributable  to  time  devoted  by  such
individuals to the Partnerships'  activities.  The following tables indicate the
approximate   amount  of  general  and  administrative   expense   reimbursement
attributable  to the salaries of the directors,  officers,  and employees of the
General Partner and its affiliates during 1997, 1996, and 1995:



                                       31
<PAGE>

<TABLE>
<CAPTION>



                                                 Salary Reimbursements
 
                                                     P-7 Partnership
                                                     ---------------

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

<S>                     <C>       <C>        <C>        <C>         <C>            <C>          <C>         <C>
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)           1995        -          -           -             -            -           -            -
                        1996        -          -           -             -            -           -            -
Dennis R. Neill,
President(2)(3)         1996        -          -           -             -            -           -            -
                        1997        -          -           -             -            -           -            -

All Executive
Officers,
Directors,
and Employees
as a group(4)           1995     $108,455      -           -             -            -           -            -
                        1996     $116,202      -           -             -            -           -            -
                        1997     $118,665      -           -             -            -           -            -
----------
(1)   Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1 1996.
(2)   The general and  administrative  expenses paid by the P-7  Partnership and
      attributable to salary  reimbursements  do not include any salary or other
      compensation attributable to Mr. Tholen or Mr. Neill.
(3)   Mr. Neill became President of Geodyne on July 1 1996.
(4)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the P-7  Partnership  and no  individual's  salary  or  other
      compensation  reimbursement  from the P-7  Partnership  equals or  exceeds
      $100,000 per annum.

</TABLE>


                                       32
<PAGE>
<TABLE>
<CAPTION>



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

                                                                        Long Term Compensation
                                                                    -------------------------------
                                    Annual Compensation                      Awards             Payouts
                                 -------------------------          ---------------------       -------
                                                                                    Securi-
                                                         Other                       ties                     All
     Name                                                Annual     Restricted      Under-                   Other
      and                                               Compen-       Stock         lying        LTIP       Compen-
   Principal                     Salary      Bonus      sation       Award(s)      Options/     Payouts     sation
   Position             Year       ($)        ($)         ($)          ($)          SARs(#)       ($)         ($)
---------------         ----     -------    -------     -------     ----------     --------     -------     -------
<S>                     <C>       <C>        <C>        <C>         <C>            <C>          <C>         <C>
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)           1995        -          -           -            -              -           -           -
                        1996        -          -           -            -              -           -           -
Dennis R. Neill,
President(2)(3)         1996        -          -           -            -              -           -           -
                        1997        -          -           -            -              -           -           -

All Executive
Officers,
Directors,
and Employees
as a group(4)           1995     $66,765       -           -            -              -           -           -
                        1996     $71,534       -           -            -              -           -           -
                        1997     $73,050       -           -            -              -           -           -
----------
(1)   Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1 1996.
(2)   The general and  administrative  expenses paid by the P-8  Partnership and
      attributable to salary  reimbursements  do not include any salary or other
      compensation attributable to Mr. Tholen or Mr. Neill.
(3)   Mr. Neill became President of Geodyne on July 1 1996.
(4)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the P-8  Partnership  and no  individual's  salary  or  other
      compensation  reimbursement  from the P-8  Partnership  equals or  exceeds
      $100,000 per annum.

</TABLE>



                                       33
<PAGE>




      During 1995 El Paso Energy  Marketing  Company,  formerly known as Premier
Gas Company ("El Paso"),  an affiliate  of the  Partnerships  until  December 6,
1995,  purchased  a portion of the gas  attributable  to the  Partnerships'  Net
Profits Interests at market prices and resold such gas directly to end-users and
local distribution companies.

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

      In addition to the  compensation/reimbursements  noted  above,  during the
three years ended December 31, 1997,  the Samson  Companies were in the business
of  supplying  field and  drilling  equipment  and  services to  affiliated  and
unaffiliated  parties  in  the  industry.  These  companies  may  have  provided
equipment  and services for wells in which the  Partnerships  have a Net Profits
Interest. These equipment and services were provided at prices or rates equal to
or less than those normally charged in the same or comparable geographic area by
unaffiliated persons or companies dealing at arm's length.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table provides information as to the beneficial ownership of
the Units as of January 31, 1998 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.




                                       34
<PAGE>



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

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

   Samson Resources Company                           13,709      ( 7.3%)

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

   All affiliates, directors, and officers of
      the General Partner as a group and the
      General Partner (4 persons)                     13,709      ( 7.3%)


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

   Samson Resources Company                           15,130      (13.0%)

   All affiliates, directors, and officers of
      the General Partner as a group and the
      General Partner (4 persons)                     15,130      (13.0%)


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



                                       35
<PAGE>



of interest and where it must  allocate  costs and expenses,  or  opportunities,
among the Partnerships and other competing interests.

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

      As a result of Samson Investment Company's  ("Samson")  acquisition of the
General Partner and its affiliates,  Samson,  PaineWebber (the dealer manager of
the  original  offering  of Units),  and the  General  Partner  entered  into an
advisory  agreement which relates  primarily to the  Partnerships.  The Advisory
Agreement will expire on March 3, 1998. The Advisory Agreement  provides,  among
other things,  that: (i) Samson will review  periodically  with  PaineWebber the
general  operations  and  performance of the  Partnerships  and the terms of any
material transaction involving a Partnership; (ii) Samson will allow PaineWebber
to advise Samson and to comment on any General Partner-initiated  amendment to a
Partnership  Agreement  which  requires a vote of the Limited  Partners  and any
proposal  initiated by the General Partner that would involve a  reorganization,
merger, or consolidation of a Partnership, a sale of all or substantially all of
the assets of a Partnership, the liquidation or dissolution of a Partnership, or
the exchange of cash,  securities,  or other  assets for all or any  outstanding
Units;  (iii) the  General  Partner  will  maintain an "800"  investor  services
telephone  number;  and (iv) if Samson  proposes  a  consolidation,  merger,  or
exchange  offer  involving any limited  partnership  managed by Samson,  it will
propose to include  all of the  Partnerships  in such  transaction  or provide a
statement to PaineWebber  as to the reasons why some or all of the  Partnerships
are not included in such transaction.

      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



                                       36
<PAGE>



owners of the Working  Interests have fiduciary or other duties to other members
of the Samson Companies,  contract amendments and negotiating positions taken by
them in their effort to enforce  contracts with  purchasers may not  necessarily
represent the positions that the owners of such Working  Interests would take if
they were to  administer  their own  contracts  without  involvement  with other
members of the Samson Companies. On the other hand, management believes that the
negotiating  strength  and  contractual  positions of the owners of such Working
Interests  have been  enhanced  by virtue of their  affiliation  with the Samson
Companies.  For a  description  of  certain  of the  relationships  and  related
transactions see "Item 11. Executive Compensation."





                                       37
<PAGE>



                                    PART IV.

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


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

               (1)  Financial Statements: The following financial statements for
                    the  Geodyne  Institutional/Pension  Energy  Income  Limited
                    Partnership P-7 and the Geodyne Institutional/Pension Energy
                    Income Limited  Partnership  P-8 as of December 31, 1997 and
                    1996 and for the three  years  ended  December  31, 1997 are
                    filed as part of this report:

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

                         None.

               (3)  Exhibits:

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

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

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

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



                                       38
<PAGE>




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

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

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

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

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

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

                  *27.1  Financial Data Schedule  containing  summary  financial
                         information extracted from the Geodyne Institutional/
                         Pension Energy Income Limited Partnership P-7's 
                         financial statements as of December 31, 1997 and for 
                         the year ended  December 31, 1997.



                                       39
<PAGE>




                  *27.2  Financial Data Schedule  containing  summary  financial
                         information extracted from the Geodyne Institutional/
                         Pension Energy Income Limited Partnership P-8's 
                         financial statements as of December 31, 1997 and for 
                         the year ended  December 31, 1997.


                  All other Exhibits are omitted as inapplicable.

                  ----------

                  *Filed herewith.


      (b)   Reports on Form 8-K filed during the fourth quarter of 1997:

                  None.



                                       40
<PAGE>


                                   SIGNATURES

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

                              GEODYNE INSTITUTIONAL/PENSION ENERGY
                              INCOME LIMITED PARTNERSHIP P-7


                              By:   GEODYNE RESOURCES, INC.
                                    General Partner
                                    February 18, 1998


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

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

By:    /s/Dennis R. Neill        President and              February 18, 1998
       -------------------       Director (Principal
          Dennis R. Neill        Executive Officer)

       /s/Patrick M. Hall        (Principal                 February 18, 1998
       -------------------       Financial and
          Patrick M. Hall        Accounting Officer)

       /s/Judy K. Fox            Secretary                  February 18, 1998
       -------------------
          Judy K. Fox




                                       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-8


                              By:   GEODYNE RESOURCES, INC.
                                    General Partner
                                    February 18, 1998


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

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

By:    /s/Dennis R. Neill        President and              February 18, 1998
       -------------------       Director (Principal
          Dennis R. Neill        Executive Officer)

       /s/Patrick M. Hall        (Principal                 February 18, 1998
       -------------------       Financial and
          Patrick M. Hall        Accounting Officer)

       /s/Judy K. Fox            Secretary                  February 18, 1998
       -------------------
          Judy K. Fox

                                       42
<PAGE>
ITEM 8:     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE INSTITUTIONAL/PENSION ENERGY
INCOME LIMITED PARTNERSHIP P-7


      We have  audited the balance  sheets of the Geodyne  Institutional/Pension
Energy Income Limited  Partnership P-7, an Oklahoma limited  partnership,  as of
December 31, 1997 and 1996 and the related statements of operations,  changes in
partners'  capital  (deficit),  and cash flows for the years ended  December 31,
1997, 1996, and 1995. These financial  statements are the  responsibility of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

      In our opinion, the financial statements referred to above present fairly,
in  all   material   respects,   the   financial   position   of   the   Geodyne
Institutional/Pension Energy Income Limited Partnership P-7 at December 31, 1997
and 1996 and the  results of its  operations  and cash flows for the years ended
December 31,  1997,  1996,  and 1995,  in  conformity  with  generally  accepted
accounting principles.


                                    //s// Coopers & Lybrand L.L.P.


                                    COOPERS & LYBRAND L.L.P.

Tulsa, Oklahoma
February 6, 1998




                                      F-1
<PAGE>



                     GEODYNE INSTITUTIONAL/PENSION ENERGY
                        INCOME LIMITED PARTNERSHIP P-7
                                Balance Sheets
                          December 31, 1997 and 1996

                                    ASSETS
                                    ------

                                                 1997             1996
                                             ------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  517,144       $  643,415
   Accounts receivable:
      Net Profits                                   -             364,612
                                               ---------        ---------

         Total current assets                 $  517,144       $1,008,027

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method               5,190,377        7,321,103
                                               ---------        ---------

                                              $5,707,521       $8,329,130
                                               =========        =========


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

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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  119,241)     ($   92,242)
   Limited Partners, issued and
      outstanding 188,702 Units                5,820,065        8,421,372
                                               ---------        ---------

      Total Partners' capital                 $5,700,824       $8,329,130
                                               ---------        ---------

                                              $5,707,521       $8,329,130
                                               =========        =========






                    The accompanying notes are an integral
                  part of these combined financial statements



                                      F-2
<PAGE>




                           GEODYNE INSTITUTIONAL/PENSION ENERGY
                              INCOME LIMITED PARTNERSHIP P-7
                                 Statements of Operations
                   For the Years Ended December 31, 1997, 1996 and 1995


                                   1997             1996            1995
                               ------------     ------------    ------------

REVENUES:
   Net Profits                  $2,071,410       $2,189,073      $1,805,775
   Interest and other income        20,672           16,123          11,466
   Gain on sale of
      Net Profits Interests        190,985          192,767           1,834
                                 ---------        ---------       ---------

                                $2,283,067       $2,397,963      $1,819,075

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests         $  793,864       $1,071,822      $1,508,614
   Impairment provision          1,474,823             -            187,916
   General and administrative      226,583          226,523         233,502
                                 ---------        ---------       ---------

                                $2,495,270       $1,298,345      $1,930,032
                                 ---------        ---------       ---------

NET INCOME (LOSS)              ($  212,203)      $1,099,618     ($  110,957)
                                 =========        =========       =========

GENERAL PARTNER - NET INCOME    $   79,104       $   97,048      $   62,313
                                 =========        =========       =========

LIMITED PARTNERS - NET
  INCOME (LOSS)                ($  291,307)      $1,002,570     ($  173,270)
                                 =========        =========       =========

NET INCOME (LOSS) per Unit     ($     1.54)      $     5.31     ($      .92)
                                 =========        =========       =========

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






                          The accompanying notes are an integral
                        part of these combined 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, 1997, 1996 and 1995


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

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

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

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

Balance, Dec. 31, 1997         $ 5,820,065      ($119,241)     $ 5,700,824
                                ==========        =======       ==========






                    The accompanying notes are an integral
                  part of these combined financial statements



                                      F-4
<PAGE>




                           GEODYNE INSTITUTIONAL/PENSION ENERGY
                              INCOME LIMITED PARTNERSHIP P-7
                                 Statements of Cash Flows
                   For the Years Ended December 31, 1997, 1996 and 1995

                                      1997             1996            1995
                                  ------------     ------------    ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)              ($  212,203)      $1,099,618     ($  110,957)
   Adjustments to reconcile
      net income (loss) to net
      cash provided by operating
      activities:
   Depletion of Net
      Profits Interests               793,864        1,071,822       1,508,614
   Impairment provision             1,474,823             -            187,916
   Gain on sale of
      Net Profits Interests       (   190,985)     (   192,767)    (     1,834)
   (Increase) decrease in
      accounts receivable             364,612      (    55,168)    (   141,074)
   Increase in accounts payable         6,697             -               -
                                    ---------        ---------       ---------
   Net cash provided by
      operating activities         $2,236,808       $1,923,505      $1,442,665
                                    ---------        ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures           ($  258,702)     ($  254,128)    ($  217,704)
   Proceeds from sale of
      Net Profits Interests           311,726          449,686          51,112
                                    ---------        ---------       ---------
   Net cash provided (used) by
      investing activities         $   53,024       $  195,558     ($  166,592)
                                    ---------        ---------       ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions             ($2,416,103)     ($1,745,766)    ($1,288,000)
                                    ---------        ---------       ---------
   Net cash used by
      financing activities        ($2,416,103)     ($1,745,766)    ($1,288,000)
                                    ---------        ---------       ---------
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS      ($  126,271)      $  373,297     ($   11,927)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                643,415          270,118         282,045
                                    ---------        ---------       ---------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                   $  517,144       $  643,415      $  270,118
                                    =========        =========       =========

                    The accompanying notes are an integral
                  part of these combined financial statements




                                      F-5
<PAGE>




                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE INSTITUTIONAL/PENSION ENERGY
INCOME LIMITED PARTNERSHIP P-8

      We have  audited the balance  sheets of the Geodyne  Institutional/Pension
Energy Income Limited  Partnership P-8, an Oklahoma limited  partnership,  as of
December 31, 1997 and 1996 and the related statements of operations,  changes in
partners'  capital  (deficit),  and cash flows for the years ended  December 31,
1997, 1996, and 1995. These financial  statements are the  responsibility of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

      In our opinion, the financial statements referred to above present fairly,
in  all   material   respects,   the   financial   position   of   the   Geodyne
Institutional/Pension Energy Income Limited Partnership P-8 at December 31, 1997
and 1996 and the  results of its  operations  and cash flows for the years ended
December 31,  1997,  1996,  and 1995,  in  conformity  with  generally  accepted
accounting principles.


                                    //s// Coopers & Lybrand L.L.P.



                                    COOPERS & LYBRAND L.L.P.


Tulsa, Oklahoma
February 6, 1998






                                      F-6
<PAGE>




                     GEODYNE INSTITUTIONAL/PENSION ENERGY
                        INCOME LIMITED PARTNERSHIP P-8
                                Balance Sheets
                          December 31, 1997 and 1996

                                    ASSETS
                                    ------
                                                 1997             1996
                                             -------------     -----------

CURRENT ASSETS:
   Cash and cash equivalents                  $  382,448        $  488,063
   Accounts receivable:
      Net Profits                                 57,019            88,232
                                               ---------         ---------

         Total current assets                 $  439,467        $  576,295

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method               2,756,057         4,151,147
                                               ---------         ---------

                                              $3,195,524        $4,727,442
                                               =========         =========

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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   56,764)      ($   54,315)
   Limited Partners, issued and
      outstanding 116,168 Units                3,252,288         4,781,757
                                               ---------         ---------

      Total Partners' capital                 $3,195,524        $4,727,442
                                               =========         =========






                    The accompanying notes are an integral
                  part of these combined financial statements




                                      F-7
<PAGE>




                           GEODYNE INSTITUTIONAL/PENSION ENERGY
                              INCOME LIMITED PARTNERSHIP P-8
                                 Statements of Operations
                   For the Years Ended December 31, 1997, 1996 and 1995


                                   1997            1996              1995
                               ------------    -----------       ------------

REVENUES:
   Net Profits                  $1,552,581      $1,322,349        $1,346,992
   Interest and other income        16,056           9,693            10,567
   Gain (loss) on sale of
      Net Profits Interests        124,010          75,987       (     3,311)
                                 ---------       ---------         ---------

                                $1,692,647      $1,408,029        $1,354,248

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests         $  414,983      $  758,944        $  992,689
   Impairment provision          1,052,542            -              243,909
   General and administrative      139,407         139,503           142,261
                                 ---------       ---------         ---------

                                $1,606,932      $  898,447        $1,378,859
                                 ---------       ---------         ---------

NET INCOME (LOSS)               $   85,715      $  509,582       ($   24,611)
                                 =========       =========         =========

GENERAL PARTNER - NET INCOME    $   62,184      $   55,352        $   48,233
                                 =========       =========         =========

LIMITED PARTNERS - NET INCOME
  (LOSS)                        $   23,531      $  454,230       ($   72,844)
                                 =========       =========         =========

NET INCOME (LOSS) per Unit      $      .20      $     3.91       ($      .63)
                                 =========       =========         =========

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






                          The accompanying notes are an integral
                        part of these combined 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, 1997, 1996 and 1995


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

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

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

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

Balance, Dec. 31, 1997         $3,252,288       ($56,764)       $3,195,524
                                =========         ======         =========






                    The accompanying notes are an integral
                  part of these combined financial statements



                                      F-9
<PAGE>




                           GEODYNE INSTITUTIONAL/PENSION ENERGY
                              INCOME LIMITED PARTNERSHIP P-8
                                 Statements of Cash Flows
                   For the Years Ended December 31, 1997, 1996, and 1995

                                      1997             1996            1995
                                  ------------     ------------    ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)               $   85,715       $  509,582     ($   24,611)
   Adjustments to reconcile
      net income (loss) to net
      cash provided by operating
      activities:
   Depletion of Net
      Profits Interests               414,983          758,944         992,689
   Impairment provision             1,052,542             -            243,909
   (Gain) loss on sale of
      Net Profits Interests       (   124,010)     (    75,987)          3,311
   (Increase) decrease in
      accounts receivable              31,213           48,645     (   136,877)
   Decrease in accounts payable          -                -        (    77,959)
                                    ---------        ---------       ---------
   Net cash provided by
      operating activities         $1,460,443       $1,241,184      $1,000,462
                                    ---------        ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures           ($  147,601)     ($  138,834)    ($   94,569)
   Proceeds from sale of
      Net Profits Interests           199,176          232,460          28,170
                                    ---------        ---------       ---------
   Net cash provided (used) by
      investing activities         $   51,575       $   93,626     ($   66,399)
                                    ---------        ---------       ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions             ($1,617,633)     ($1,055,066)    ($  924,500)
                                    ---------        ---------       ---------
   Net cash used by
      financing activities        ($1,617,633)     ($1,055,066)    ($  924,500)
                                    ---------        ---------       ---------
NET INCREASE (DECREASE) IN
    CASH AND CASH EQUIVALENTS     ($  105,615)      $  279,744      $    9,563

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                488,063          208,319         198,756
                                    ---------        ---------       ---------

CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                   $  382,448       $  488,063      $  208,319
                                    =========        =========       =========

                          The accompanying notes are an integral
                        part of these combined 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, 1997, 1996 and 1995


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.




                                      F-11
<PAGE>



      An affiliate of the General Partner owned 13,709 (7.3%) and 15,130 (13.0%)
of the P-7 and P-8 Partnerships' Units, respectively, at December 31, 1997.

      The Partnerships' sole business is owning Net Profits Interests in oil and
gas  properties.  Substantially  all of the  gas  reserves  attributable  to the
Partnerships'  Net  Profits  Interests  are being sold  regionally  on the "spot
market." Due to the highly competitive nature of the spot market,  prices on the
spot market are subject to wide seasonal and regional pricing  fluctuations.  In
addition,  such spot market  sales are  generally  short-term  in nature and are
dependent upon the obtaining of transportation services provided by pipelines.


      Allocation of Costs and Revenues

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

                                    Before Payout(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%

         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.



                                      F-12
<PAGE>



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


      Cash and Cash Equivalents

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


      Credit Risk

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


      Net Profits Interests

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



                                      F-13
<PAGE>




      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, 1997,  1996, and 1995
were as follows:

            Partnership         1997      1996        1995
            -----------         ----      ----        ----

                P-7             3.50      4.20        5.29
                P-8             2.83      4.64        5.12


      The   Partnerships   follow  the  provisions  of  Statement  of  Financial
Accounting  Standards  ("SFAS") No. 121,  "Accounting for the Impairment of Long
Lived Assets and Assets Held for Disposal,"  which is intended to establish more
consistent  accounting  standards for measuring the recoverability of long-lived
assets.   SFAS  No.  121  requires   successful  efforts  companies,   like  the
Partnerships,  to evaluate the recoverability of the carrying costs of their Net
Profits Interests in proved oil and gas properties at the lowest level for which
there are identifiable cash flows that are largely independent of the cash flows
of other  groups of  assets.  With  respect  to the  Partnerships'  Net  Profits
Interests,  this evaluation was performed for each field.  SFAS No. 121 provides
that if the  unamortized  costs of a Net Profits  Interest  exceeds the expected
undiscounted  future cash flows from such Net Profits Interest,  the cost of the
Net Profits Interest is written down to fair value, which is determined by using
the  discounted  future cash flows from the Net Profits  Interest.  During 1995,
1996, and 1997, the Partnerships recorded the following non-cash charges against
earnings (impairment provisions) pursuant to SFAS No. 121:

            Partnership         1997           1996           1995
            -----------       --------       --------       --------
                 P-7          $686,260       $   -          $187,916
                 P-8           650,465           -           243,909


      In  addition,   during  1997  the  General  Partner  determined  that  the
Partnerships' Net Profits  Interests in unproved  properties would be uneconomic
to develop and,  therefore,  of little or no value. This determination was based
on an evaluation by the General  Partner that it is unlikely that these unproved
properties  would be developed  due to the low oil and gas prices  received over
the last several  years and  Partnership  Agreement  provisions  which limit the
Partnerships'  level of permissible  indirect  drilling  activity  through their



                                      F-14
<PAGE>



Affiliated  Programs.  As a  result  of  this  determination,  the  Partnerships
recorded the following  non-cash  charges against  earnings at March 31, 1997 in
order to reflect the writing-off of the  Partnerships'  Net Profits Interests in
unproved properties:

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


      Revenues from a Net Profits Interest consist of a share of the oil and gas
sales of the property, less operating and production expenses.


      Accounts Receivable (Accounts Payable) - Net Profits

      The  Partnerships  accrue for oil and gas revenues  less expenses from the
Net Profits Interests.  Sales of gas applicable to the Partnerships' Net Profits
Interests in  producing  oil and gas leases are recorded as revenue when the gas
is metered and title  transferred  pursuant to the gas sales  contracts.  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 reflects the price for which the Partnerships are currently
settling this  liability.  This liability is recorded as a reduction of accounts
receivable.   At  December  31,  1997  and  1996,   total  sales   exceeded  the
Partnerships' Net Profits Interests in estimated total gas reserves as follows:


                                1997                          1996
                        --------------------          --------------------
      Partnership          Mcf        Amount             Mcf        Amount
      -----------       --------    ----------        --------    ----------

          P-7               -        $   -            (15,505)    ($23,258)
          P-8           (34,878)      52,317          (45,521)    ( 68,282)

      Also  included  in  accounts  receivable  from  (accounts  payable to) Net
Profits are amounts which  represent  costs  deferred or accrued for Net Profits
relating  to  lease  operating  expenses  incurred  in  connection  with the net
underproduced  or  overproduced  gas  imbalance  positions.  The  rate  used  in
calculating  the  deferred  charge or accrued  liability  is the  average of the
annual production costs per Mcf. At December 31, 1997 and 1996, cumulative total



                                      F-15
<PAGE>



gas sales  volumes  were less than (more  than) the  Partnerships'  Net  Profits
Interests in gas production by the following amounts:


                                1997                          1996
                        --------------------          --------------------
      Partnership          Mcf        Amount             Mcf        Amount
      -----------       --------    ----------        --------    ----------

          P-7           (168,330)   ($318,042)        (101,400)   ($222,106)
          P-8           ( 58,261)   (  99,889)        (138,925)   ( 262,138)


      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-16
<PAGE>



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  in 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, 1997,  1996, and
1995:


            Partnership         1997           1996           1995
            -----------       --------       --------       --------

                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.

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


3.    MAJOR CUSTOMERS

      The following table sets forth purchasers who  individually  accounted for
ten  percent  or more of the  combined  oil and gas  sales  attributable  to the
Partnerships'  Net Profits  Interests  during the years ended December 31, 1997,
1996, and 1995:





                                      F-17
<PAGE>



   Partnership              Purchaser                    Percentage
   -----------       ----------------------           -------------------
                                                      1997     1996     1995
                                                      -----    -----    -----

       P-7           National Cooperative
                       Refinery Association
                       ("NCRA")                       27.1%    27.4%    28.9%
                     Scurlock Permian Corp.
                       ("Scurlock")                   15.8%    13.6%    14.3%
                     El Paso                            - %    12.3%    14.5%

       P-8           NCRA                             25.8%    26.3%    26.8%
                     El Paso                            - %    12.5%    13.1%
                     Scurlock                         12.8%    11.4%    11.7%


      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, 1997 and 1996 were as follows:




                                      F-18
<PAGE>



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

                                                1997              1996
                                            -------------     -------------

Net Profits Interests in proved
   oil and gas properties                    $14,721,121       $14,219,421

Net Profits Interests in unproved
   oil and gas properties not
   subject to depletion                             -              788,563
                                              ----------        ----------
                                             $14,721,121       $15,007,984
Accumulated depletion and
   valuation allowance                      (  9,530,744)     (  7,686,881)
                                              ----------        ----------
   Net Profits Interests, net                $ 5,190,377       $ 7,321,103
                                              ==========        ==========


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

                                                1997              1996
                                            ------------      ------------

Net Profits Interests in proved
   oil and gas properties                    $8,855,139        $8,856,137

Net Profits Interests in unproved
   oil and gas properties not
   subject to depletion                            -             402,077
                                              ---------         ---------
                                             $8,855,139        $9,258,214

Accumulated depletion and
   valuation allowance                      ( 6,099,082)      ( 5,107,067)
                                              ---------         ---------

   Net Profits Interests, net                $2,756,057        $4,151,147
                                              =========         =========


      Costs Incurred

      The  following  table sets forth a portion of the  development  of acreage
costs related to the Working  Interests which are burdened by the  Partnerships'
Net Profits  Interests during the years ended December 31, 1997, 1996, and 1995.
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  of acreage  costs were incurred
during the same periods.



                                      F-19
<PAGE>




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

                                      1997           1996           1995
                                    --------       --------       --------

   Development costs                $258,702       $254,128       $217,704
                                     =======        =======        =======


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

                                      1997           1996          1995
                                    --------       --------       -------

   Development costs                $147,601       $138,834       $94,569
                                     =======        =======        ======


      Quantities of Proved Oil and Gas Reserves - Unaudited

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





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

Proved reserves, December 31, 1995               1,210,363         6,828,961            696,974          4,249,963
   Production                                   (  138,204)       (  702,019)          ( 80,477)        (  499,493)
   Sales of minerals in place                   (   40,408)       (   96,649)          ( 20,978)        (   54,473)
   Extensions and discoveries                       72,711            66,390             39,026             46,308
   Revisions of previous
      estimates                                     61,094        (2,227,387)            35,363         (1,204,343)
                                                 ---------         ---------            -------          ---------
Proved reserves, December 31, 1996               1,165,556         3,869,296            669,908          2,537,962
   Production                                   (  120,178)       (  641,756)          ( 71,117)        (  451,812)
   Sales of minerals in place                   (   52,311)       (  144,752)          ( 28,285)        (   83,048)
   Extensions and discoveries                        3,560             8,251              2,248             13,492
   Revisions of previous
      estimates                                      3,846           246,436           (  1,277)           177,504
                                                 ---------         ---------            -------          ---------
                                                 1,000,473         3,337,475            571,477          2,194,098
                                                 =========         =========            =======          =========

Proved reserves, December 31, 1997

PROVED DEVELOPED RESERVES:
   December 31, 1995                             1,080,211         4,722,406            630,379          3,171,967
                                                 =========         =========            =======          =========
   December 31, 1996                             1,165,556         3,869,296            669,889          2,537,755
                                                 =========         =========            =======          =========
   December 31, 1997                             1,000,473         3,337,475            571,458          2,193,891
                                                 =========         =========            =======          =========


</TABLE>


                                      F-21
<PAGE>




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

      The following summary sets forth the estimated future net cash flows as of
December  31,  1997  relating  to  the  proved  reserves   attributable  to  the
Partnerships'  Net  Profits  Interest  based  on  the  standardized  measure  as
prescribed in SFAS No. 69:

                                    P-7 Partnership         P-8 Partnership
                                    ---------------         ---------------
Future cash inflows                   $24,213,151             $14,573,077
Future production and
   development costs                 ( 11,391,668)           (  6,736,639)
                                       ----------              ----------

      Future net cash flows           $12,821,483             $ 7,836,438

10% discount to reflect
   timing of cash flows              (  5,116,662)           (  3,052,272)
                                       ----------              ----------

Standardized measure of
   discounted future
   net cash flows                     $ 7,704,821             $ 4,784,166
                                       ==========              ==========


The process of estimating oil and gas reserves is complex, requiring significant
subjective decisions in the evaluation of available geological, engineering, and
economic  data for each  reservoir.  The data for a given  reservoir  may change
substantially  over  time  as  a  result  of,  among  other  things,  additional
development  activity,  production  history,  and viability of production  under
varying  economic  conditions;  consequently,  it is  reasonably  possible  that
material  revisions to existing reserve  estimates may occur in the near future.
Although  every  reasonable  effort  has been  made to ensure  that the  reserve
estimates reported herein represent the most accurate assessment  possible,  the
significance  of the  subjective  decisions  required and variances in available
data for various  reservoirs  make these  estimates  generally less precise than
other estimates  presented in connection with financial  statement  disclosures.
The  Partnerships'  reserves were  determined at December 31, 1997 using oil and
gas prices of approximately $16.25 per barrel and $2.32 per Mcf, respectively.



                                      F-22
<PAGE>



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


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

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

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

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

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

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

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

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

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




                                      F-23
<PAGE>



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

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

*27.1       Financial Data Schedule  containing  summary  financial  information
            extracted  from the Geodyne  Institutional/  Pension  Energy  Income
            Limited  Partnership  P-7's financial  statements as of December 31,
            1997 and for the year ended December 31, 1997.

*27.2       Financial Data Schedule  containing  summary  financial  information
            extracted  from the Geodyne  Institutional/  Pension  Energy  Income
            Limited  Partnership  P-8's financial  statements as of December 31,
            1997 and for the year ended December 31, 1997.


            All other Exhibits are omitted as inapplicable.

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


                                      F-24
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