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

For the fiscal year ended December 31, 1999

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

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

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

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

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

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

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

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

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

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




                                      -1-
<PAGE>





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

      DOCUMENTS INCORPORATED BY REFERENCE: None




                                      -2-
<PAGE>



3


                            FORM 10-K405
                          TABLE OF CONTENTS


PART I............................................................4
      ITEM 1.   BUSINESS..........................................4
      ITEM 2.   PROPERTIES........................................9
      ITEM 3.   LEGAL PROCEEDINGS................................14
      ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF LIMITED
                PARTNERS.........................................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....20
      ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
                ABOUT MARKET RISK............................... 30
      ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA......30
      ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                ON ACCOUNTING AND FINANCIAL DISCLOSURE...........30

PART III.........................................................30
      ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE
                GENERAL PARTNER .................................30
      ITEM 11.  EXECUTIVE COMPENSATION...........................32
      ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                AND MANAGEMENT...................................35
      ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...36

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

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







                                      -3-
<PAGE>








                                    PART I.

ITEM 1.    BUSINESS

      General

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

      The  General  Partner  currently  serves as general  partner of 26 limited
partnerships,  including the Partnerships. The General Partner is a wholly-owned
subsidiary  of Samson  Investment  Company.  Samson  Investment  Company and its
various  corporate  subsidiaries,  including the General  Partner  (collectively
"Samson"),  are  primarily  engaged in the  production  and  development  of and
exploration  for oil and gas  reserves  and the  acquisition  and  operation  of
producing   properties.   At  December  31,  1999  Samson  owned   interests  in
approximately 14,000 oil and gas wells located in 17 states of the United States
and the countries of Canada, Venezuela, and Russia. At December 31, 1999, Samson
operated  approximately  3,400  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'




                                      -4-
<PAGE>




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

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

      As limited partnerships,  the Partnerships have no officers, directors, or
employees.  They rely instead on the  personnel  of the General  Partner and the
other Samson Companies.  As of February 15, 2000, Samson employed  approximately
920 persons. No employees are covered by collective bargaining  agreements,  and
management believes that Samson provides a sound employee relations environment.
For information  regarding the executive  officers of the General  Partner,  see
"Item 10. Directors and Executive Officers of the General Partner."

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

      The  Partnerships  will terminate on February 28, 2002 in accordance  with
the partnership  agreement for each Partnership (the  "Partnership  Agreement").
However,  the General Partner may extend the term of each  Partnership for up to
five  periods  of two years  each.  As of the date of this  Annual  Report,  the
General  Partner  has  not  determined   whether  to  extend  the  term  of  any
Partnership.

      Funding

      Although  the  partnership  agreement  for each  Partnership  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



                                      -5-
<PAGE>



development   activities.   The  Partnerships  are  not  presently  encountering
shortages of oilfield tubular goods, compressors,  production material, or other
equipment.


      Competition and Marketing

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

      The most important  variable  affecting the Partnerships'  revenues is the
prices  received for the sale of oil and gas.  Predicting  future  prices is not
possible.  Concerning  past trends,  average  yearly  wellhead gas prices in the
United  States have been  volatile for many years.  Over the past ten years such
average  prices  have  generally  been in the $1.40 to $2.40 per Mcf range.  Gas
prices are currently in the upper end of this range.

      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  increased to  approximately
$2.24 per Mcf at December 31, 1999 from approximately  $1.93 per Mcf at December
31, 1998. Such prices were on an MMBTU basis and differ from the prices actually
received by the  Partnerships  due to  transportation  and marketing  costs, BTU
adjustments, and regional price and quality differences.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel  range,  but have been  extremely  volatile over the
past two  years.  Due to  global  consumption  and  supply  trends  as well as a
slowdown in Asian energy demand,  oil prices in late 1997 and early 1998 reached
historically low levels,  dropping to as low as approximately  $9.25 per barrel.
However,  production  curtailment  agreements among major oil producing  nations
have  caused  recent  oil  prices  to climb to over  $24.00  per  barrel in some
markets. It is not



                                      -6-
<PAGE>



known  whether  this  trend will  continue.  Prices  for the  Partnerships'  oil
increased  to  approximately  $22.75  per  barrel  at  December  31,  1999  from
approximately $9.50 per barrel at December 31, 1998.

      Future  prices  for both oil and gas will  likely  be  different  from the
prices in effect on December 31, 1999.  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, 1999:

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

          P-7        National Cooperative
                       Refinery Association
                       ("NCRA")                       23.65%
                     Scurlock Permian Corp.
                       ("Scurlock")                   14.67%
                     Hunt Oil Company                 10.30%


          P-8        NCRA                             22.34%
                     Scurlock                         11.79%
                     El Paso Energy
                      Marketing Company               10.78%


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

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



                                      -7-
<PAGE>





      Oil, Gas, and Environmental Control Regulations

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

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

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

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


      Insurance Coverage

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



                                      -8-
<PAGE>



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


ITEM 2.    PROPERTIES

      Well Statistics

      The following table sets forth the number of productive wells in which the
Partnerships had a Net Profits Interest as of December 31, 1999.

                               Number of Wells(1)
                           ------------------------
                P/ship     Total       Oil      Gas
                ------     -----      -----     ---
                  P-7      1,558      1,266     292
                  P-8      1,748      1,356     392

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


      Drilling Activities

      The  Partnerships  did not participate in any drilling  activities  during
1999.


      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.




                                      -9-
<PAGE>



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

                                     Year ended December 31,
                             --------------------------------------
                                1999          1998          1997
                             ----------    ----------    ----------
   Production:
      Oil (Bbls)                100,309        98,774       120,178
      Gas (Mcf)                 490,044       511,563       641,756
   Oil and gas sales(1):
      Oil                    $1,649,200    $1,248,689    $2,324,633
      Gas                       958,363       929,598     1,402,005
                              ---------     ---------     ---------
        Total                $2,607,563    $2,178,287    $3,726,638
                              =========     =========     =========
   Average sales price:
      Per barrel of oil          $16.44        $12.64        $19.34
      Per Mcf of gas               1.96          1.82          2.18

-------------------
(1)   These   amounts   differ  from  the  Net  Profits   included  in  the  P-7
      Partnership's  financial statements because they do not reflect the offset
      of  $1,185,636,  $730,501,  and  $1,655,228,  respectively,  of production
      expenses incurred by the Affiliated Programs.

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

                                    Year ended December 31,
                            --------------------------------------
                                1999          1998          1997
                             ----------    ----------    ----------
   Production:
      Oil (Bbls)                 59,557        58,417        71,117
      Gas (Mcf)                 367,289       364,998       451,812
   Oil and gas sales(1):
      Oil                    $  978,274    $  734,314    $1,370,094
      Gas                       706,555       661,625     1,009,409
                              ---------     ---------     ---------
        Total                $1,684,829    $1,395,939    $2,379,503
                              =========     =========     =========
   Average sales price:
      Per barrel of oil          $16.43        $12.57        $19.27
      Per Mcf of gas               1.92          1.81          2.23

-------------------
(1)   These   amounts   differ  from  the  Net  Profits   included  in  the  P-8
      Partnership's  financial statements because they do not reflect the offset
      of $684,172, $564,328, and $826,922,  respectively, of production expenses
      incurred by the Affiliated Programs.



                                      -10-
<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, 1999 which were
attributable  to the  Partnerships'  Net  Profits  Interests.  The  schedule  of
quantities of proved oil and gas reserves was prepared by the General Partner in
accordance with the rules  prescribed by the Securities and Exchange  Commission
(the "SEC").  Certain  reserve  information was reviewed by Ryder Scott Company,
L.P.  ("Ryder  Scott"),  an  independent  petroleum  engineering  firm.  As used
throughout  this Annual  Report,  "proved  reserves"  refers to those  estimated
quantities of crude oil, gas, and gas liquids which  geological and  engineering
data  demonstrate  with  reasonable  certainty to be recoverable in future years
from  known  oil  and gas  reservoirs  under  existing  economic  and  operating
conditions.

      Net present  value  represents  estimated  future gross cash flow from the
production and sale of proved reserves,  net of estimated oil and gas production
costs (including production taxes, ad valorem taxes, and operating expenses) and
estimated  future  development  costs,  discounted at 10% per annum. Net present
value  attributable to the  Partnerships'  proved reserves was calculated on the
basis of current  costs and prices at December  31,  1999.  Such prices were not
escalated  except in  certain  circumstances  where  escalations  were fixed and
readily  determinable  in accordance with applicable  contract  provisions.  The
relatively  high oil prices at December  31, 1999 have caused the  estimates  of
remaining economically  recoverable oil reserves, as well as the value placed on
such  reserves,  to be  higher  than in the  past  several  years,  particularly
considering the impact of depletion from production over the years. Any decrease
in these  high oil  prices  would  result in a  corresponding  reduction  in the
estimate of  remaining  oil  reserves.  The prices used in  calculating  the net
present  value  attributable  to  the  Partnerships'   proved  reserves  do  not
necessarily  reflect  market  prices for oil and gas  production  subsequent  to
December 31, 1999. There can be no assurance that the prices used in calculating
the net present value of the Partnerships'  proved reserves at December 31, 1999
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



                                      -11-
<PAGE>



to existing  reserve  estimates  may occur in the near  future.  Although  every
reasonable effort has been made to ensure that these reserve estimates represent
the most  accurate  assessment  possible,  the  significance  of the  subjective
decisions  required and variances in available data for various  reservoirs make
these  estimates  generally  less  precise  than other  estimates  presented  in
connection with financial statement disclosures.


                         Proved Reserves and
                          Net Present Values
                        From Proved Reserves
                     As of December 31, 1999(1)

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

   Estimated proved reserves:
      Gas (Mcf)                                        3,638,629
      Oil and liquids (Bbls)                             889,526

   Net present value (discounted at 10% per annum)    $8,524,334

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

   Estimated proved reserves:
      Gas (Mcf)                                        2,616,775
      Oil and liquids (Bbls)                             511,782

   Net present value (discounted at 10% per annum)    $5,502,237

----------

(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



                                      -12-
<PAGE>



number of wells in which a Net Profits  Interest  is owned,  (ii) the number and
percentage of wells operated by the  Partnership's  affiliates,  (iii) estimated
proved oil reserves,  (iv)  estimated  proved gas reserves,  and (v) the present
value (discounted at 10% per annum) of estimated future net cash flow.

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


             Significant Properties as of December 31, 1999
             ----------------------------------------------

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

P-7 P/ship:
  Permian     1,379        5    -       807,200     1,660,695   $6,343,810
  Anadarko       26       15   58%       37,809     1,496,551    1,463,628


P-8 P/ship:
  Permian     1,822        5    -       465,262     1,041,517   $3,759,129
  Anadarko       34       18   53%       20,256     1,022,513    1,020,665
  Mid-Gulf        8        -    -         3,289       537,632      533,717
    Coast


      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.





                                      -13-
<PAGE>





ITEM 3.    LEGAL PROCEEDINGS

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


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

      There were no  matters  submitted  to a vote of the  Limited  Partners  of
either Partnership during 1999.


                                    PART II.

ITEM 5.    MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS

      As  of  February  1,  2000,  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            1,150
               P-8         116,168            1,018

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

      Pursuant to the terms of the Partnership  Agreements,  the General Partner
is obligated to annually issue a repurchase  offer based on the estimated future
net revenues from the Partnerships'  reserves and is calculated  pursuant to the
terms of the Partnership Agreements. Such repurchase offer is recalculated




                                      -14-
<PAGE>




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
                       -----------------------
                  1998                      1999              2000
         ----------------------    ----------------------     ----
         1st    2nd   3rd   4th    1st    2nd   3rd   4th     1st
P/ship   Qtr.   Qtr.  Qtr.  Qtr.   Qtr.   Qtr.  Qtr.  Qtr.    Qtr.
------   ----   ----  ----  ----   ----   ----  ----  ----    ----

 P-7     $25    $30   $29   $28    $27    $27   $22   $20     $18
 P-8      25     30    28    27     26     26    24    22      20


      In addition to this repurchase  offer, the Partnerships  have been subject
to "4.9% tender  offers"  from several  third  parties  since 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
obligations whether accrued or anticipated to accrue. In certain instances,  the
General  Partner may not distribute the full amount of cash receipts which might
otherwise be available  for  distribution  in an effort to equalize or stabilize
the amounts of quarterly  distributions.  Any available  amounts not distributed
are  invested  and the  interest  or income  thereon is for the  accounts of the
Limited Partners.

      The  following  is a summary  of cash  distributions  paid to the  Limited
Partners during 1998 and 1999 and the first quarter of 2000:



                                      -15-
<PAGE>




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

                                1998
               -------------------------------------
                1st        2nd        3rd     4th
   P/ship       Qtr.(1)    Qtr.(1)    Qtr.    Qtr.
   ------      --------   --------   ------  ------
    P-7        $2.73      $1.53      $1.02   $0.98
    P-8         2.85       1.72       1.38    1.06

                                1999                        2000
               -------------------------------------        -----
                1st        2nd        3rd     4th            1st
   P/ship       Qtr.       Qtr.       Qtr.    Qtr.           Qtr
   ------      --------   --------   ------  ------         -----
    P-7        $1.16      $0.20      $0.82   $1.84          $1.87
    P-8         1.13       0.38       0.90    1.94           2.04


------------------
(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."




                                      -17-
<PAGE>
<TABLE>
<CAPTION>


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

                                  1999          1998          1997            1996           1995
                              ------------- ------------- -------------   -------------  -------------
<S>                            <C>           <C>           <C>             <C>            <C>
   Net Profits                 $1,421,927    $1,447,786    $2,071,410      $2,189,073     $1,805,775

   Net Income (Loss):
      Limited Partners            872,450   ( 1,629,959)  (   291,307)      1,002,570    (   173,270)
      General Partner              57,235        38,966        79,104          97,048         62,313
      Total                       929,685   ( 1,590,993)  (   212,203)      1,099,618    (   110,957)

   Limited Partners' Net
      Income (Loss) per Unit         4.62   (      8.64)  (      1.54)           5.31    (       .92)

   Limited Partners' Cash
      Distributions per Unit         4.02          6.26         12.24            8.49           6.49

   Total Assets                 3,003,229     2,877,677     5,707,521       8,329,130      8,975,278

   Partners' Capital (Deficit)
      Limited Partners          3,122,556     3,007,106     5,820,065       8,421,372      9,020,802
      General Partner         (   119,327)  (   129,429)  (   119,241)    (    92,242)   (    45,524)

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


</TABLE>



                                      -18-
<PAGE>


<TABLE>
<CAPTION>




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

                                   1999           1998           1997           1996          1995
                               -------------  -------------  -------------  ------------- ------------
<S>                             <C>            <C>            <C>            <C>           <C>
   Net Profits                  $1,000,657     $  831,611     $1,552,581     $1,322,349    $1,346,992

   Net Income (Loss):
      Limited Partners             665,123    (   698,000)        23,531        454,230   (    72,844)
      General Partner               41,556         25,063         62,184         55,352        48,233
      Total                        706,679    (   672,937)        85,715        509,582   (    24,611)

   Limited Partners' Net
      Income (Loss) per Unit          5.73    (      6.01)           .20           3.91   (       .63)

   Limited Partners' Cash
      Distributions per Unit          4.35           7.01          13.37           8.31          7.57

   Total Assets                  1,845,358      1,675,436      3,195,524      4,727,442     5,272,926

   Partners' Capital (Deficit)
      Limited Partners           1,900,411      1,740,288      3,252,288      4,781,757     5,293,527
      General Partner          (    55,053)   (    64,852)   (    56,764)   (    54,315)  (    20,601)

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


</TABLE>




                                      -19-
<PAGE>





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

      Use of Forward-Looking Statements and Estimates

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

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


      General Discussion

      The following  general  discussion  should be read in conjunction with the
analysis of results of  operations  provided  below.  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.
As used throughout this Management's




                                      -20-
<PAGE>




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 not
possible.  Concerning  past trends,  average  yearly  wellhead gas prices in the
United  States have been  volatile for many years.  Over the past ten years such
average  prices  have  generally  been in the $1.40 to $2.40 per Mcf range.  Gas
prices are currently in the upper end of this range.

      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  increased to  approximately
$2.24 per Mcf at December 31, 1999 from approximately  $1.93 per Mcf at December
31, 1998. Such prices were on an MMBTU basis and differ from the prices actually
received by the  Partnerships  due to  transportation  and marketing  costs, BTU
adjustments, and regional price and quality differences.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel  range,  but have been  extremely  volatile over the
past two  years.  Due to  global  consumption  and  supply  trends  as well as a
slowdown in Asian energy demand,  oil prices in late 1997 and early 1998 reached
historically low levels,  dropping to as low as approximately  $9.25 per barrel.
However,  production  curtailment  agreements among major oil producing  nations
have  caused  recent  oil  prices  to climb to over  $24.00  per  barrel in some
markets.  It is not known  whether  this  trend  will  continue.  Prices for the
Partnerships'  oil increased to approximately  $22.75 per barrel at December 31,
1999 from approximately $9.50 per barrel at December 31, 1998.

      Future  prices  for both oil and gas will  likely  be  different  from the
prices in effect on December 31, 1999.  Management is unable to predict  whether
future oil and gas prices will (i) stabilize, (ii) increase, or (iii) decrease.

      As discussed in the "Results of Operations" section below,  volumes of oil
and gas sold also significantly affect the Partnerships'  revenues.  Oil and gas
wells generally  produce the most oil or gas in the earlier years of their lives
and, as production continues, the rate of production naturally declines. At some
point, production physically ceases or becomes no longer




                                      -21-
<PAGE>




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. While it is difficult
for management to predict future production from these properties,  it is likely
that this general trend of declining production will continue.

      Despite the general  trend of declining  production,  several  factors can
cause the volumes of oil and gas sold to increase or decrease at an even greater
rate over a given  period.  These factors  include,  but are not limited to, (i)
geophysical conditions which cause an acceleration of the decline in production,
(ii) the shutting in of wells (or the opening of previously  shut-in  wells) due
to low  oil  and gas  prices,  mechanical  difficulties,  loss  of a  market  or
transportation, or performance of workovers,  recompletions, or other operations
in the well, (iii) prior period volume adjustments (either positive or negative)
made by 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, 1999 as compared to the year ended
December  31, 1998 and for the year ended  December  31, 1998 as compared to the
year ended December 31, 1997.




                                      -22-
<PAGE>





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

                Year Ended December 31, 1999 Compared
                   to Year Ended December 31, 1998
                -------------------------------------

      Total Net Profits decreased $25,859 (1.8%) in 1999 as compared to 1998. Of
this decrease, approximately $39,000 was related to a decrease in volumes of gas
sold and  approximately  $455,000  was  related  to an  increase  in  production
expenses incurred by the owners of the Working  Interests.  These decreases were
partially offset by increases of approximately $19,000 related to an increase in
volumes  of oil sold  and  approximately  $381,000  and  $68,000,  respectively,
related to increases in the average  prices of oil and gas sold.  Volumes of oil
sold increased 1,535 barrels,  while volumes of gas sold decreased 21,519 Mcf in
1999 as compared to 1998.  The increase in volumes of oil sold was primarily due
to a positive  prior  period  volume  adjustment  made by the  purchaser  on one
significant  well  during  1999,  which  amount was  partially  offset by normal
declines in production. The increase in production expenses was primarily due to
a negative prior period lease operating expense  adjustment made by the operator
on one  significant  well during 1998.  Average oil and gas prices  increased to
$16.44  per  barrel  and $1.96 per Mcf,  respectively,  in 1999 from  $12.64 per
barrel and $1.82 per Mcf, respectively, in 1998.

      Depletion of Net Profits Interests decreased $1,034,267 (78.8%) in 1999 as
compared to 1998.  This  decrease  was  primarily  due to (i) a reduction in the
depletable  base  of oil  and  gas  properties  due to an  impairment  provision
recorded  during  the  fourth  quarter  of 1998 and  (ii)  several  wells  being
substantially  depleted  during 1998 due to the lack of  remaining  economically
recoverable  reserves. As a percentage of Net Profits, this expense decreased to
19.6% in 1999 from 90.6% in 1998. This percentage  decrease was primarily due to
the dollar decrease in depletion of Net Profits Interests.

      The P-7  Partnership  recognized  a non-cash  charge  against  earnings of
$1,664,601 in the fourth quarter of 1998. This charge 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 December
31, 1998. No similar charge was necessary in 1999.

      General and administrative  expenses remained  relatively constant in 1999
as compared to 1998. As a percentage of Net Profits, these expenses increased to
15.7% in 1999 from 15.3% in 1998.




                                      -23-
<PAGE>




      Cumulative cash distributions to the Limited Partners through December 31,
1999 were $11,602,916 or 61.49% of the Limited Partners' capital contributions.



                Year Ended December 31, 1998 Compared
                   to Year Ended December 31, 1997
                -------------------------------------

      Total Net Profits decreased  $623,624 (30.1%) in 1998 as compared to 1997.
Of this  decrease,  approximately  $414,000  and  $284,000,  respectively,  were
related to decreases in volumes of oil and gas sold and  approximately  $662,000
and $188,000,  respectively,  were related to decreases in the average prices of
oil and gas sold.  The decrease in Net Profits  related to decreased oil and gas
sales was partially offset by a decrease of approximately $925,000 in production
expenses incurred by the owners of the Working Interests. Volumes of oil and gas
sold decreased 21,404 barrels and 130,193 Mcf, respectively, in 1998 as compared
to 1997.  The decrease in volumes of oil sold resulted  primarily  from positive
prior period volume  adjustments made by the purchasers on two significant wells
during 1997. The decrease in volumes of gas sold resulted primarily from (i) the
normal decline in production and (ii) the sale of several wells during 1998. The
decrease in production  expenses resulted primarily from (i) a decrease in lease
operating expenses  associated with the decreases in volumes of oil and gas sold
during  1998 as  compared  to  1997,  (ii)  workover  expenses  incurred  on two
significant wells during 1997, and (iii) a negative prior period lease operating
expense  adjustment  made by the operator on one  significant  well during 1998.
Average  oil and gas  prices  decreased  to $12.64 per barrel and $1.82 per Mcf,
respectively, in 1998 from $19.34 per barrel and $2.18 per Mcf, respectively, in
1997.

      As  discussed  in  "Liquidity  and  Capital   Resources"  below,  the  P-7
Partnership  sold  certain Net Profits  Interests  during 1998 and  recognized a
$148,737 gain on such sales. Sales of Net Profits Interests during 1997 resulted
in the P-7 Partnership recognizing similar gains totaling $190,985.

      Depletion of Net Profits Interests  increased  $518,453 (65.3%) in 1998 as
compared to 1997. This increase resulted  primarily from a significant  downward
revision in the  estimate of remaining  oil reserves at December 31, 1998.  As a
percentage of Net Profits, this expense increased to 90.6% in 1998 from 38.3% in
1997.  This  percentage  increase was  primarily  due to (i) the decrease in Net
Profits and (ii) the dollar increase in depletion of Net Profits Interests.

      The P-7  Partnership  recognized  a non-cash  charge  against  earnings of
$1,664,601 in the fourth quarter of 1998. This charge was related to the decline
in oil and gas prices used to




                                      -24-
<PAGE>




determine future cash flows from the P-7  Partnership's Net Profits Interests in
proved oil and gas reserves at December 31, 1998.  In the first quarter of 1997,
a non-cash charge of $1,474,823 was also  recognized.  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 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 low oil and gas prices  and  Partnership
Agreement  provisions  which limit the P-7  Partnership's  level of  permissible
indirect drilling activity through its Affiliated Programs.

      General and  administrative  expenses  decreased  $4,757 (2.1%) in 1998 as
compared to 1997. As a percentage of Net Profits,  these  expenses  increased to
15.3% in 1998 from 10.9% in 1997. This percentage  increase was primarily due to
the decrease in Net Profits.



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

                Year Ended December 31, 1999 Compared
                   to Year Ended December 31, 1998
                -------------------------------------

      Total Net Profits increased  $169,046 (20.3%) in 1999 as compared to 1998.
Of this increase, approximately $230,000 and $41,000, respectively, were related
to increases in the average  prices of oil and gas sold.  These  increases  were
partially offset by a decrease of approximately  $120,000 related to an increase
in production expenses incurred by the owners of the Working Interests.  Volumes
of oil and gas sold increased 1,140 barrels and 2,291 Mcf, respectively, in 1999
as compared to 1998. The increase in production  expenses was primarily due to a
negative prior period lease operating expense adjustment made by the operator on
one significant well during 1998. Average oil and gas prices increased to $16.43
per barrel and $1.92 per Mcf,  respectively,  in 1999 from $12.57 per barrel and
$1.81 per Mcf, respectively, in 1998.

      The P-8  Partnership  sold certain Net Profits  Interests  during 1999 and
recognized a $678 gain on such sales. Sales of Net Profits Interests during 1998
resulted in the P-8 Partnership recognizing similar gains totaling $102,195.

      Depletion of Net Profits Interests  decreased  $517,299 (75.9%) in 1999 as
compared to 1998.  This  decrease  was  primarily  due to (i) a reduction in the
depletable  base  of oil  and  gas  properties  due to an  impairment  provision
recorded during the




                                      -25-
<PAGE>




fourth  quarter of 1998 and (ii)  several  wells  being  substantially  depleted
during 1998 due to the lack of remaining economically recoverable reserves. As a
percentage of Net Profits, this expense decreased to 16.4% in 1999 from 82.0% in
1998.  This  percentage  decrease was  primarily  due to the dollar  decrease in
depletion of Net Profits Interests.

      The P-8  Partnership  recognized  a non-cash  charge  against  earnings of
$798,075 in the fourth  quarter of 1998.  This charge 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 December
31, 1998. No similar charge was necessary in 1999.

      General and administrative  expenses remained  relatively constant in 1999
as compared to 1998. As a percentage of Net Profits, these expenses decreased to
13.7% in 1999 from 16.4% in 1998. This percentage  decrease was primarily due to
the increase in Net Profits.

      Cumulative cash distributions to the Limited Partners through December 31,
1999 were $7,267,583 or 62.56% of the Limited Partners' capital contributions.




                Year Ended December 31, 1998 Compared
                   to Year Ended December 31, 1997
                -------------------------------------

      Total Net Profits decreased  $720,970 (46.4%) in 1998 as compared to 1997.
Of this  decrease,  approximately  $245,000  and  $194,000,  respectively,  were
related  to  decreases  in the  volumes  of oil and gas sold  and  approximately
$391,000 and  $154,000,  respectively,  were related to decreases in the average
prices of oil and gas sold. The decrease in Net Profits related to decreased oil
and gas sales was partially  offset by a decrease of  approximately  $263,000 in
production expenses incurred by the owners of the Working Interests.  Volumes of
oil and gas sold decreased 12,700 barrels and 86,814 Mcf, respectively,  in 1998
as compared to 1997. The decrease in volumes of oil sold resulted primarily from
positive  prior  period  volume  adjustments  made  by  the  purchasers  on  two
significant  wells  during 1997.  The  decrease in volumes of gas sold  resulted
primarily from (i) the curtailment of sales during 1998 on one significant  well
due to the P-8 Partnership's  overproduced  position in that well, (ii) the sale
of several wells during 1998, and (iii) the normal  decline in  production.  The
decrease  in  production  expenses  resulted  primarily  from (i) a decrease  in
production  taxes  associated  with the decrease in Net Profits,  (ii)  workover
expenses incurred on several  significant wells during 1997, (iii) a decrease in
lease operating expenses associated with the decreases in volumes of oil and gas
sold, and (iv) a negative




                                      -26-
<PAGE>




prior  period lease  operating  expense  adjustment  made by the operator on one
significant well during 1998. Average oil and gas prices decreased to $12.57 per
barrel and $1.81 per Mcf, respectively, in 1998 from $19.27 per barrel and $2.23
per Mcf, respectively, in 1997.

      As  discussed  in  "Liquidity  and  Capital   Resources"  below,  the  P-8
Partnership  sold  certain Net Profits  Interests  during 1998 and  recognized a
$102,195 gain on such sales. Sales of Net Profits Interests during 1997 resulted
in the P-8 Partnership recognizing similar gains totaling $124,010.

      Depletion of Net Profits Interests  increased  $266,845 (64.3%) in 1998 as
compared to 1997. This increase resulted  primarily from a significant  downward
revision in the  estimate of remaining  oil reserves at December 31, 1998.  As a
percentage of Net Profits, this expense increased to 82.0% in 1998 from 26.7% in
1997.  This  percentage  increase was  primarily  due to (i) the decrease in Net
Profits and (ii) the dollar increase in depletion of Net Profits Interests.

      The P-8  Partnership  recognized  a non-cash  charge  against  earnings of
$798,075 in the fourth  quarter of 1998.  This charge 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 December
31, 1998. In the first quarter of 1997, a non-cash charge of $1,052,542 was also
recognized.  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 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 low oil and gas prices and Partnership  Agreement  provisions which limit the
P-8  Partnership's  level of permissible  indirect drilling activity through its
Affiliated Programs.

      General and  administrative  expenses  decreased  $2,836 (2.0%) in 1998 as
compared to 1997. As a percentage of Net Profits,  these  expenses  increased to
16.4% in 1998 from 9.0% in 1997, primarily due to the decrease in Net Profits.


      Average Proceeds and Units of Production

      The following  tables are  comparisons of the annual  equivalent  units of
production  (one  barrel  of oil or six Mcf of gas)  and  the  average  proceeds
received  per  equivalent   unit  of  production  for  the  oil  and  gas  sales
attributable  to the  Partnerships'  Net  Profits  Interest  for the years ended
December 31, 1999, 1998, and 1997.




                                      -27-
<PAGE>





                        1999 Compared to 1998
                        ---------------------

                 Equivalent Units            Average Proceeds
                  of Production            per Equivalent Unit
            --------------------------    ----------------------
P/ship       1999     1998    % Change    1999   1998   % Change
------      -------  -------  --------    ----- ------  --------

 P-7        181,983  184,035   ( 1%)      $7.81 $ 7.87   ( 1%)
 P-8        120,772  119,250     1%        8.29   6.97    19%


                        1998 Compared to 1997
                        ---------------------

                 Equivalent Units            Average Proceeds
                  of Production            per Equivalent Unit
            --------------------------    ----------------------
P/ship       1998     1997    % Change    1998   1997   % Change
------      -------  -------  --------    ----- ------  --------

 P-7        184,035  227,137   (19%)      $7.87 $ 9.12   (14%)
 P-8        119,250  146,419   (19%)       6.97  10.60   (34%)


      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  1999
production levels for future years, the P-7 and P-8 Partnerships' proved reserve
quantities at December 31, 1999 would have remaining lives of approximately  8.9
and  8.6  years,  respectively,   for  oil  reserves  and  7.4  and  7.1  years,
respectively,  for gas reserves.  These life of reserves  estimates are based on
the  current  estimates  of  remaining  oil  and  gas  reserves.  See  "Item  2.
Properties"  for a discussion of these reserve  estimates.  In  particular,  the
relatively  high oil prices at December  31, 1999 have caused an increase in the
estimates of remaining oil reserves which therefore have increased the estimated
life of said reserves.

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

      Occasional  expenditures by the Affiliated Programs for new wells or well
recompletions or workovers, however, may reduce or




                                      -28-
<PAGE>




eliminate cash available for a particular  quarterly cash  distribution.  During
1999, 1998, and 1997, capital  expenditures  affecting the P-7 Partnership's Net
Profits Interests totaled $147,771, $202,852, and $258,702, respectively. During
1999, 1998, and 1997, capital  expenditures  affecting the P-8 Partnership's Net
Profits Interests totaled $100,393, $118,875, and $147,601,  respectively. These
costs were indirectly incurred as a result of (i) drilling activities associated
with a large unitized property and (ii) the successful  recompletion of one well
during each of 1999 and 1998 and two wells during 1997.

      The Partnerships sold certain Net Profits Interests during 1999, 1998, and
1997.   These  sales  were  made  by  the  General   Partner  after  giving  due
consideration to both the offer price and the General Partner's  estimate of the
underlying  property's remaining proved reserves and future operating costs. Net
proceeds from the sales were distributed to the Partnerships and included in the
calculation of the Partnerships' cash distributions for the quarter  immediately
following the  Partnerships'  receipt of the proceeds.  During 1999,  1998,  and
1997, such proceeds to the P-7 Partnership were $1,263,  $181,197, and $311,726,
respectively,  while such proceeds to the P-8 Partnership  were $678,  $119,285,
and $199,176,  respectively. The General Partner believes that the sale of these
Net  Profits  Interests  will  be  beneficial  to  the  Partnerships  since  the
properties  sold  generally had a higher ratio of future  operating  expenses as
compared to reserves than the properties not sold.

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

      The  Partnerships  will terminate on February 28, 2002 in accordance  with
the Partnership  Agreement.  However, the General Partner may extend the term of
each  partnership  for up to five periods of two years each. As the date of this
Annual Report the General Partner has not determined  whether to extend the term
of any Partnership.





                                      -29-
<PAGE>




      Inflation and Changing Prices

      Prices obtained for oil and gas production  depend upon numerous  factors,
including the extent of domestic and foreign production, foreign imports of oil,
market  demand,  domestic  and  foreign  economic  conditions  in  general,  and
governmental  regulations  and tax laws.  The general  level of inflation in the
economy did not have a material effect on the operations of the  Partnerships in
1999. Oil and gas prices have fluctuated  during recent years and generally have
not followed the same pattern as  inflation.  See "Item 2.  Properties - Oil and
Gas Production, Revenue, and Price History."


      Year 2000

      The year  2000  issue  refers  to the  inability  of  computer  and  other
information  technology  systems to properly process date and time  information,
stemming from the earlier  programming  practice of using two digits rather than
four to represent the year in a date.  To the knowledge of the General  Partner,
the  Partnerships  have not experienced any material  effects from the year 2000
issue.  Costs  incurred  by the  Partnerships  in  order  to  ensure  year  2000
compatibility were not material to the Partnerships.



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

      The Partnerships do not hold any market risk sensitive instruments.


ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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


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

      None.


                                   PART III.

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER

      The Partnerships have no directors or executive  officers.  The following
individuals are directors and executive  officers of the General  Partner.  The
business address of such director and



                                      -30-
<PAGE>



executive officers is Two West Second Street, Tulsa, Oklahoma 74103.


          Name            Age      Position with Geodyne
      ----------------    ---     --------------------------------
      Dennis R. Neill      47     President and Director

      Judy K. Fox          48     Secretary

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

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

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

      Section 16(a) Beneficial Ownership Reporting Compliance

      To the best knowledge of the Partnerships  and the General Partner,  there
were no officers,  directors,  or ten percent owners who were delinquent  filers
during 1999 of reports required under Section 16 of the Securities  Exchange Act
of 1934.




                                      -31-
<PAGE>





ITEM 11.   EXECUTIVE COMPENSATION

      The General  Partner and its  affiliates are reimbursed for actual general
and  administrative  costs and operating costs incurred and  attributable to the
conduct of the business affairs and operations of the Partnerships,  computed on
a cost basis,  determined  in  accordance  with  generally  accepted  accounting
principles.  Such reimbursed  costs and expenses  allocated to the  Partnerships
include office rent, secretarial, employee compensation and benefits, travel and
communication costs, fees for professional  services,  and other items generally
classified  as general or  administrative  expense.  When actual costs  incurred
benefit other  Partnerships and affiliates,  the allocation of costs is based on
the  relationship of the  Partnerships'  reserves to the total reserves owned by
all  Partnerships  and  affiliates.  The  amount of general  and  administrative
expense  allocated to the General Partner and its affiliates and charged to each
Partnership  during  1999,  1998,  and  1997 is set  forth in the  table  below.
Although the actual  costs  incurred by the General  Partner and its  affiliates
have  fluctuated  during the three years  presented,  the amounts charged to the
Partnerships  have not  fluctuated  due to  expense  limitations  imposed by the
Partnership Agreements.

           Partnership      1999         1998         1997
           -----------    --------     --------     --------

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

      None  of  the  officers  or  directors  of  the  General  Partner  receive
compensation  directly from the  Partnerships.  The  Partnerships  reimburse the
General  Partner  or its  affiliates  for that  portion  of such  officers'  and
directors'   salaries  and  expenses   attributable  to  time  devoted  by  such
individuals  to the  Partnerships'  activities  based on the  allocation  method
described above. The following tables indicate the approximate amount of general
and  administrative  expense  reimbursement  attributable to the salaries of the
directors,  officers,  and employees of the General  Partner and its  affiliates
during 1999, 1998, and 1997:



                                      -32-
<PAGE>
<TABLE>
<CAPTION>


                                          Salary Reimbursements

                                             P-7 Partnership
                                             ---------------
                                                              Long Term Compensation
                                                          -------------------------------
                                Annual Compensation              Awards            Payouts
                             -------------------------    ---------------------    -------
                                                                        Securi-
                                                 Other                   ties                  All
     Name                                        Annual   Restricted    Under-                Other
      and                                       Compen-     Stock       lying       LTIP     Compen-
   Principal                 Salary    Bonus    sation     Award(s)    Options/    Payouts   sation
   Position          Year      ($)      ($)       ($)        ($)        SARs(#)      ($)       ($)
---------------      ----    -------  -------   -------   ----------   --------    -------   -------
<S>                  <C>     <C>         <C>       <C>         <C>        <C>        <C>        <C>
Dennis R. Neill,
President(1)(2)      1997       -        -         -           -          -          -          -
                     1998       -        -         -           -          -          -          -
                     1999       -        -         -           -          -          -          -

All Executive
Officers,
Directors,
and Employees
as a group(2)        1997    $118,665    -         -           -          -          -          -
                     1998    $117,553    -         -           -          -          -          -
                     1999    $121,327    -         -           -          -          -          -

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

</TABLE>



                                      -33-
<PAGE>


<TABLE>
<CAPTION>



                                          Salary Reimbursements
                                             P-8 Partnership
                                             ---------------
                                                              Long Term Compensation
                                                          -------------------------------
                                Annual Compensation              Awards            Payouts
                             -------------------------    ---------------------    -------
                                                                        Securi-
                                                 Other                   ties                  All
     Name                                        Annual   Restricted    Under-                Other
      and                                       Compen-     Stock       lying       LTIP     Compen-
   Principal                 Salary    Bonus    sation     Award(s)    Options/    Payouts   sation
   Position          Year      ($)      ($)       ($)        ($)        SARs(#)      ($)       ($)
---------------      ----    -------  -------   -------   ----------   --------    -------   -------
<S>                  <C>     <C>         <C>       <C>        <C>          <C>        <C>       <C>
Dennis R. Neill,
President(1)(2)      1997       -        -         -          -            -          -         -
                     1998       -        -         -          -            -          -         -
                     1999       -        -         -          -            -          -         -
All Executive
Officers,
Directors,
and Employees
as a group(2)        1997    $73,050     -         -          -            -          -         -
                     1998    $72,365     -         -          -            -          -         -
                     1999    $74,689     -         -          -            -          -         -

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


</TABLE>


                                      -34-
<PAGE>







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

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


ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table provides information as to the beneficial ownership of
the Units as of February 1, 2000 by (i) each beneficial  owner of more than five
percent of the issued and outstanding  Units,  (ii) the director and officers of
the General  Partner,  and (iii) the General  Partner  and its  affiliates.  The
address of the General Partner, its officers and director,  and Samson Resources
Company is Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103.

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

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

   Samson Resources Company                    23,462    (12.4%)

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

   All affiliates, directors, and officers of
      the General Partner as a group and the
      General Partner (4 persons)              23,462    (12.4%)






                                      -35-
<PAGE>





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

   Samson Resources Company                    23,500    (20.2%)

   All affiliates, directors, and officers of
      the General Partner as a group and the
      General Partner (4 persons)              23,500    (20.2%)


ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

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

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




                                      -36-
<PAGE>




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

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




                                      -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,  1999 and 1998 and for the
                three  years ended  December  31, 1999 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  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.




                                      -38-
<PAGE>





                4.3  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.

                4.4  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.

                4.5  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,  L.P.  for the  Geodyne
                     Institutional/  Pension Energy Income Limited  Partnership
                     P-7.

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

           *    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, 1999 and
                     for the year ended December 31. 1999.

           *    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, 1999 and
                     for the year ended December 31. 1999.


                All other Exhibits are omitted as inapplicable.

                ----------

                *Filed herewith.





                                      -39-
<PAGE>





(b)   Reports on Form 8-K filed during the fourth quarter of
           1999:

                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
                          GEODYNE INSTITUTIONAL/PENSION ENERGY
                          INCOME LIMITED PARTNERSHIP P-8


                          By:  GEODYNE RESOURCES, INC.
                                 General Partner
                                 February 21, 2000


                             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 21, 2000
      -------------------  Director (Principal
         Dennis R. Neill   Executive Officer)

      /s/Patrick M. Hall   (Principal            February 21, 2000
      -------------------  Financial and
         Patrick M. Hall   Accounting Officer)

      /s/Judy K. Fox       Secretary             February 21, 2000
      -------------------
         Judy K. Fox





                                      -41-


<PAGE>
ITEM 8:    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                  REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE INSTITUTIONAL/PENSION ENERGY
INCOME LIMITED PARTNERSHIP P-7


      In our opinion, the accompanying balance sheets and the related statements
of  operations,  changes in partners'  capital  (deficit) and cash flows present
fairly,  in all  material  respects,  the  financial  position  of  the  Geodyne
Institutional/Pension Energy Income Limited Partnership P-7, an Oklahoma limited
partnership,  at December 31, 1999 and 1998,  and the results of its  operations
and its cash flows for each of the three years in the period ended  December 31,
1999, in conformity with accounting  principles generally accepted in the United
States.  These financial  statements are the responsibility of the Partnership's
management;  our  responsibility  is to express  an  opinion on these  financial
statements  based on our  audits.  We  conducted  our audits of these  financial
statements  in  accordance  with auditing  standards  generally  accepted in the
United  States,  which  require  that we plan and  perform  the  audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.






                               PricewaterhouseCoopers LLP

Tulsa, Oklahoma
February 15, 2000





                                      F-1
<PAGE>




                      GEODYNE INSTITUTIONAL/PENSION ENERGY
                         INCOME LIMITED PARTNERSHIP P-7
                                 Balance Sheets
                           December 31, 1999 and 1998

                                     ASSETS
                                     ------

                                           1999          1998
                                       -----------   -----------

CURRENT ASSETS:
   Cash and cash equivalents            $  353,416    $  222,925
   Accounts receivable:
      Net Profits                          396,241       270,901
                                         ---------     ---------

        Total current assets            $  749,657    $  493,826

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method         2,253,572     2,383,851
                                         ---------     ---------

                                        $3,003,229    $2,877,677
                                         =========     =========


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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                     ($  119,327)  ($  129,429)
   Limited Partners, issued and
      outstanding 188,702 Units          3,122,556     3,007,106
                                         ---------     ---------

      Total Partners' capital           $3,003,229    $2,877,677
                                         =========     =========






               The accompanying notes are an integral
                 part of these financial statements



                                      F-2
<PAGE>





                      GEODYNE INSTITUTIONAL/PENSION ENERGY
                        INCOME LIMITED PARTNERSHIP P-7
                           Statements of Operations
             For the Years Ended December 31, 1999, 1998, and 1997


                                        1999           1998          1997
                                    ------------   ------------  ------------

REVENUES:
   Net Profits                       $1,421,927     $1,447,786    $2,071,410
   Interest income                        7,425         11,228        20,672
   Gain on sale of
      Net Profits Interests               1,263        148,737       190,985
                                      ---------      ---------     ---------

                                     $1,430,615     $1,607,751    $2,283,067

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests              $  278,050     $1,312,317    $  793,864
   Impairment provision                    -         1,664,601     1,474,823
   General and administrative           222,880        221,826       226,583
                                      ---------      ---------     ---------

                                     $  500,930     $3,198,744    $2,495,270
                                      ---------      ---------     ---------

NET INCOME (LOSS)                    $  929,685    ($1,590,993)  ($  212,203)
                                      =========      =========     =========

GENERAL PARTNER - NET INCOME         $   57,235     $   38,966    $   79,104
                                      =========      =========     =========

LIMITED PARTNERS - NET INCOME
  (LOSS)                             $  872,450    ($1,629,959)  ($  291,307)
                                      =========      =========     =========

NET INCOME (LOSS) per Unit           $     4.62    ($     8.64)  ($     1.54)
                                      =========      =========     =========

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




                     The accompanying notes are an integral
                       part of these financial statements



                                      F-3
<PAGE>





                      GEODYNE INSTITUTIONAL/PENSION ENERGY
                         INCOME LIMITED PARTNERSHIP P-7
              Statements of Changes in Partners' Capital (Deficit)
              For the Years Ended December 31, 1999, 1998, and 1997


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

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
   Net income (loss)      (  1,629,959)      38,966  (  1,590,993)
   Cash distributions     (  1,183,000)   (  49,154) (  1,232,154)
                            ----------      -------    ----------

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

Balance, Dec. 31, 1999    $ 3,122,556     ($119,327)  $ 3,003,229
                            ==========      =======    ==========










               The accompanying notes are an integral
                 part of these financial statements




                                      F-4
<PAGE>






                      GEODYNE INSTITUTIONAL/PENSION ENERGY
                        INCOME LIMITED PARTNERSHIP P-7
                           Statements of Cash Flows
             For the Years Ended December 31, 1999, 1998, and 1997

                                        1999           1998          1997
                                    ------------   ------------  ------------
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)                 $   929,685   ($1,590,993)  ($  212,203)
   Adjustments to reconcile
      net income (loss) to net
      cash provided by operating
      activities:
   Depletion of Net
      Profits Interests                 278,050      1,312,317       793,864
   Impairment provision                    -         1,664,601     1,474,823
   Gain on sale of
      Net Profits Interests         (     1,263)   (   148,737)  (   190,985)
   (Increase) decrease in
      accounts receivable -
      Net Profits                   (   125,340)   (   270,901)      364,612
   Increase (decrease) in
      accounts payable -
      Net Profits                          -       (     6,697)        6,697
                                      ---------      ---------     ---------
   Net cash provided by
      operating activities           $1,081,132     $  959,590    $2,236,808
                                      ---------      ---------     ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($  147,771)   ($  202,852)  ($  258,702)
   Proceeds from sale of
      Net Profits Interests               1,263        181,197       311,726
                                      ---------      ---------     ---------
   Net cash provided (used) by
      investing activities          ($  146,508)   ($   21,655)   $   53,024
                                      ---------      ---------     ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($  804,133)   ($1,232,154)  ($2,416,103)
                                      ---------      ---------     ---------
   Net cash used by
      financing activities          ($  804,133)   ($1,232,154)  ($2,416,103)
                                      ---------      ---------     ---------
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS         $  130,491    ($  294,219)  ($  126,271)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                  222,925        517,144       643,415
                                      ---------      ---------     ---------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                     $  353,416     $  222,925    $  517,144
                                      =========      =========     =========

                     The accompanying notes are an integral
                       part of these financial statements



                                      F-5
<PAGE>





                  REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE INSTITUTIONAL/PENSION ENERGY
INCOME LIMITED PARTNERSHIP P-8

      In our opinion, the accompanying balance sheets and the related statements
of  operations,  changes in partners'  capital  (deficit) and cash flows present
fairly,  in all  material  respects,  the  financial  position  of  the  Geodyne
Institutional/Pension Energy Income Limited Partnership P-8, an Oklahoma limited
partnership,  at December 31, 1999 and 1998,  and the results of its  operations
and its cash flows for each of the three years in the period ended  December 31,
1999, in conformity with accounting  principles generally accepted in the United
States.  These financial  statements are the responsibility of the Partnerships'
management;  our  responsibility  is to express  an  opinion on these  financial
statements  based on our  audits.  We  conducted  our audits of these  financial
statements  in  accordance  with auditing  standards  generally  accepted in the
United  States,  which  require  that we plan and  perform  the  audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.






                               PricewaterhouseCoopers LLP




Tulsa, Oklahoma
February 15, 2000






                                      F-6
<PAGE>




                      GEODYNE INSTITUTIONAL/PENSION ENERGY
                         INCOME LIMITED PARTNERSHIP P-8
                                 Balance Sheets
                           December 31, 1999 and 1998

                                     ASSETS
                                     ------

                                               1999          1998
                                           ------------   -----------
CURRENT ASSETS:
   Cash and cash equivalents
   Accounts receivable:                     $  291,963     $  180,865
      Net Profits
                                               239,592        116,632
                                             ---------      ---------
        Total current assets
                                            $  531,555     $  297,497
NET PROFITS INTERESTS, net, utilizing
   the successful efforts method
                                             1,313,803      1,377,939
                                             ---------      ---------

                                            $1,845,358     $1,675,436
                                             =========      =========

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

PARTNERS' CAPITAL (DEFICIT):
   General Partner                         ($   55,053)   ($   64,852)
   Limited Partners, issued and
      outstanding 116,168 Units              1,900,411      1,740,288
                                             ---------      ---------

      Total Partners' capital               $1,845,358     $1,675,436
                                             =========      =========







                     The accompanying notes are an integral
                       part of these financial statements





                                      F-7
<PAGE>






                      GEODYNE INSTITUTIONAL/PENSION ENERGY
                         INCOME LIMITED PARTNERSHIP P-8
                            Statements of Operations
              For the Years Ended December 31, 1999, 1998, and 1997


                                       1999          1998            1997
                                   ------------  ------------    ------------

REVENUES:
   Net Profits                      $1,000,657    $  831,611      $1,552,581
   Interest income                       7,179         9,731          16,056
   Gain on sale of
      Net Profits Interests                678       102,195         124,010
                                     ---------     ---------       ---------

                                    $1,008,514    $  943,537      $1,692,647

COSTS AND EXPENSES:
   Depletion of Net
      Profits Interests             $  164,529    $  681,828      $  414,983
   Impairment provision                   -          798,075       1,052,542
   General and administrative          137,306       136,571         139,407
                                     ---------     ---------       ---------

                                    $  301,835    $1,616,474      $1,606,932
                                     ---------     ---------       ---------

NET INCOME (LOSS)                   $  706,679   ($  672,937)     $   85,715
                                     =========     =========       =========

GENERAL PARTNER - NET INCOME        $   41,556    $   25,063      $   62,184
                                     =========     =========       =========

LIMITED PARTNERS - NET INCOME
  (LOSS)                            $  665,123   ($  698,000)     $   23,531
                                     =========     =========       =========

NET INCOME (LOSS) per Unit          $     5.73   ($     6.01)     $      .20
                                     =========     =========       =========

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








                     The accompanying notes are an integral
                       part of these financial statements




                                      F-8
<PAGE>






                      GEODYNE INSTITUTIONAL/PENSION ENERGY
                         INCOME LIMITED PARTNERSHIP P-8
              Statements of Changes in Partners' Capital (Deficit)
              For the Years Ended December 31, 1999, 1998, and 1997


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

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
   Net income (loss)      (   698,000)      25,063    (   672,937)
   Cash distributions     (   814,000)    ( 33,151)   (   847,151)
                            ---------       ------      ---------

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

Balance, Dec. 31, 1999     $1,900,411     ($55,053)    $1,845,358
                            =========       ======      =========






                     The accompanying notes are an integral
                       part of these financial statements




                                      F-9
<PAGE>






                      GEODYNE INSTITUTIONAL/PENSION ENERGY
                        INCOME LIMITED PARTNERSHIP P-8
                           Statements of Cash Flows
             For the Years Ended December 31, 1999, 1998, and 1997

                                       1999            1998          1997
                                    ----------      ----------    ----------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income (loss)                 $706,679       ($672,937)    $   85,715
   Adjustments to reconcile
      net income (loss) to net
      cash provided by operating
      activities:
   Depletion of Net
      Profits Interests               164,529         681,828        414,983
   Impairment provision                  -            798,075      1,052,542
   Gain on sale of
      Net Profits Interests         (     678)      ( 102,195)   (   124,010)
   (Increase) decrease in
      accounts receivable -
      Net Profits                   ( 122,960)      (  59,613)        31,213
                                     --------        --------      ---------
   Net cash provided by
      operating activities           $747,570        $645,158     $1,460,443
                                     --------        --------      ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($100,393)      ($118,875)   ($  147,601)
   Proceeds from sale of
      Net Profits Interests               678         119,285        199,176
                                     --------        --------      ---------
   Net cash provided (used) by
      investing activities          ($ 99,715)       $    410     $   51,575
                                     --------        --------      ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($536,757)      ($847,151)   ($1,617,633)
                                     --------        ---------     ---------
   Net cash used by
      financing activities          ($536,737)      ($847,151)   ($1,617,633)
                                     --------        --------      ---------
NET INCREASE (DECREASE) IN
    CASH AND CASH EQUIVALENTS        $111,098       ($201,583)   ($  105,615)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                180,865         382,448        488,063
                                     --------        --------      ---------

CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                     $291,963        $180,865     $  382,448
                                     ========        ========     ==========

                     The accompanying notes are an integral
                       part of these financial statements




                                      F-10
<PAGE>






                          GEODYNE INSTITUTIONAL/PENSION
                  ENERGY INCOME PROGRAM II LIMITED PARTNERSHIPS
                        Notes to the Financial Statements
              For the Years Ended December 31, 1999, 1998, and 1997


1.    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Organization and Nature of Operations

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

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

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




                                      F-11
<PAGE>




General  Partner may extend the term of each  Partnership for up to five periods
of two years each.  As of the date of these  financial  statements,  the General
Partner has not determined whether to extend the term of any Partnership.

      An  affiliate  of the  General  Partner  owned  23,433  (12.4%) and 23,500
(20.2%) of the P-7 and P-8 Partnerships'  Units,  respectively,  at December 31,
1999.

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


      Allocation of Costs and Revenues

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

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

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



                                      F-12
<PAGE>




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

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

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

      Cash and Cash Equivalents

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


      Credit Risk

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


      Net Profits Interests

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



                                      F-13
<PAGE>



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

      Depletion  of the  cost  of  Net  Profits  Interests  is  computed  on the
units-of-production  method.  The Partnerships'  calculation of depletion of its
Net Profits Interests  includes  estimated  dismantlement and abandonment costs,
net of estimated  salvage values  related to the underlying  properties in which
the Partnership has a Net Profits  Interest.  The depletion rates per equivalent
barrel of oil produced during the years ended December 31, 1999,  1998, and 1997
were as follows:

           Partnership     1999     1998       1997
           -----------     -----    -----      -----

               P-7         $1.53    $7.13      $3.50
               P-8          1.36     5.72       2.83


      The  Partnerships  evaluate the  recoverability  of the carrying  costs of
their Net Profits Interests in proved oil and gas properties at the field level.
If the  unamortized  costs of a Net Profits  Interest within a field exceeds the
expected undiscounted future cash flows from such Net Profits Interest, the cost
of the Net Profits  Interest is written down to fair value,  which is determined
by using the discounted future cash flows from the Net Profits Interest.  During
1999, 1998, and 1997, the Partnerships  recorded the following  non-cash charges
against earnings (impairment provisions):

           Partnership       1999        1998         1997
           -----------    ----------   --------     --------
               P-7            -        $1,664,601   $686,260
               P-8            -           798,075    650,465


The risk that the  Partnerships  will be required to record  similar  impairment
provisions in the future increases as oil and gas prices decrease.



                                      F-14
<PAGE>



      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 was unlikely that the unproved
properties  would be  developed  due to low oil and gas prices  and  Partnership
Agreement provisions which limit the Partnerships' level of permissible indirect
drilling  activity  through  their  Affiliated   Programs.   As  a  result,  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


      Accounts Receivable (Accounts Payable) - Net Profits

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

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




                                      F-15
<PAGE>



      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.


2.    TRANSACTIONS WITH RELATED PARTIES

      The  Partnerships  reimburse  the  General  Partner  for the  general  and
administrative overhead applicable to the Partnerships based on an allocation of
actual costs incurred by the General Partner.  When costs incurred benefit other
Partnerships   and  affiliates,   the  allocation  of  costs  is  based  on  the
relationship  of the  Partnerships'  reserves to the total reserves owned by all
Partnerships and affiliates. The General Partner believes this allocation method
is reasonable. Although the actual costs incurred by the General Partner and its
affiliates have fluctuated during the three years presented, the amounts charged
to the Partnerships  have not fluctuated due to expense  limitations  imposed by
the Partnership  Agreements.  The following is a summary of payments made to the
General  Partner  or  its  affiliates  by  the   Partnerships  for  general  and
administrative  overhead costs for the years ended December 31, 1999,  1998, and
1997:




                                      F-16
<PAGE>




           Partnership      1999         1998         1997
           -----------    --------     --------     --------

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


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


3.    MAJOR CUSTOMERS

      The following table sets forth purchasers who  individually  accounted for
ten percent or more of the  combined oil and gas sales  attributable  to each of
the  Partnership's  Net Profits  Interests  during the years ended  December 31,
1999, 1998, and 1997:


   Partnership           Purchaser                 Percentage
   -----------    ----------------------       --------------------
                                               1999    1998    1997
                                               -----   -----  -----

       P-7        National Cooperative
                    Refinery Association
                    ("NCRA")                   23.65%  23.3%  27.1%
                  Scurlock Permian Corp.
                    ("Scurlock")               14.67%  14.4%  15.8%
                  Hunt Oil Company             10.30%    - %    - %

       P-8        NCRA                         22.34%  22.2%  25.8%
                  Scurlock                     11.79%  11.8%  12.8%
                  El Paso                      10.78%  13.0%    - %



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





                                      F-17
<PAGE>




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, 1999 and 1998 were as follows:

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

                                          1999           1998
                                      -------------  -------------

Net Profits Interests in proved
   oil and gas properties              $14,640,090    $14,492,319

Accumulated depletion and
   valuation allowance                ( 12,386,518)  ( 12,108,468)
                                        ----------     ----------
   Net Profits Interests, net          $ 2,253,572    $ 2,383,851
                                        ==========     ==========


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

                                          1999           1998
                                      ------------   ------------

Net Profits Interests in proved
   oil and gas properties              $8,785,706     $8,685,918

Accumulated depletion and
   valuation allowance                ( 7,471,903)   ( 7,307,979)
                                        ---------      ---------

   Net Profits Interests, net          $1,313,803     $1,377,939
                                        =========      =========


      Costs Incurred

      The  following  table  sets  forth the  development  costs  related to the
Working  Interests which are burdened by the Partnerships' Net Profits Interests
during  the  years  ended  December  31,  1999,  1998,  and  1997.  Since  these
development   costs  were  charged  against  the  Net  Profits  payable  to  the
Partnerships,  such development costs were indirectly borne by the Partnerships.
No acquisition or exploration costs were incurred during the same periods.



                                      F-18
<PAGE>






   Partnership                   1999         1998         1997
   ------------                --------     --------     --------

        P-7                    $147,771     $202,852     $258,702
        P-8                     100,393      118,875      147,601



      Quantities of Proved Oil and Gas Reserves - Unaudited

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






                                      F-19
<PAGE>


<TABLE>
<CAPTION>



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

<S>                                       <C>            <C>               <C>           <C>
Proved reserves, December 31, 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
                                           ---------      ---------         -------       ---------
Proved reserves, December 31, 1997         1,000,473      3,337,475         571,477       2,194,098
   Production                             (   98,774)    (  511,563)       ( 58,417)     (  364,998)
   Sales of minerals in place             (      427)    (   90,022)       (    498)     (   55,433)
   Extensions and discoveries                 15,177        432,900           9,644         257,165
   Revisions of previous
      estimates                           (  392,952)       550,527        (223,511)        599,114
                                           ---------      ---------         -------       ---------
Proved reserves, December 31, 1998           523,497      3,719,317         298,695       2,629,946
   Production                             (  100,309)    (  490,044)       ( 59,557)     (  367,289)
   Extensions and discoveries                 99,967         54,605          61,611          35,940
   Revisions of previous
      estimates                              366,371        354,751         211,033         318,178
                                           ---------      ---------         -------       ---------
Proved reserves, December 31, 1999           889,526      3,638,629         511,782       2,616,775
                                           =========      =========         =======       =========
PROVED DEVELOPED RESERVES:
   December 31, 1997                       1,000,473      3,337,475         571,458       2,193,891
                                           =========      =========         =======       =========
   December 31, 1998                         523,497      3,719,317         298,676       2,629,739
                                           =========      =========         =======       =========
   December 31, 1999                         889,526      3,638,629         511,763       2,616,568
                                           =========      =========         =======       =========

</TABLE>




                                      F-20
<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,  1999  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             $28,778,451          $17,775,698
Future production and
   development costs           ( 13,367,749)        (  8,007,345)
                                 ----------           ----------

      Future net cash flows     $15,410,702          $ 9,768,353

10% discount to reflect
   timing of cash flows        (  6,886,368)        (  4,266,116)
                                 ----------           ----------

Standardized measure of
   discounted future
   net cash flows               $ 8,524,334          $ 5,502,237
                                 ==========           ==========


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, 1999 using oil and
gas prices of approximately $22.75 per barrel and $2.24 per Mcf, respectively.



                                      F-21
<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        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.

4.3        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.

4.4        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.

4.5        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, L.P. for the Geodyne Institutional/
           Pension Energy Income Limited Partnership P-7.

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




                                      F-22
<PAGE>





*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,
           1999 and for the year ended December 31, 1999.

*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,
           1999 and for the year ended December 31, 1999.


           All other Exhibits are omitted as inapplicable.

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


                                      F-23