<PAGE>



                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                               FORM 10-Q

        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934 


For the quarter ended September 30, 1996

Commission File Number:
     P-1: 0-17800   P-3: 0-18306   P-5: 0-18637   
     P-2: 0-17801   P-4: 0-18308   P-6: 0-18937   

  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP
  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6
  -------------------------------------------------------------------
        (Exact name of Registrant as specified in its Articles)

                                             P-1: 73-1330245
                                             P-2: 73-1330625
         P-1 and P-2:                        P-3: 73-1336573
            Texas                            P-4: 73-1341929
       P-3 through P-6:                      P-5: 73-1353774
           Oklahoma                          P-6: 73-1357375       
--------------------------------        -----------------------------
(State or other jurisdiction      (I.R.S. Employer Identification No.)
    of incorporation or 
       organization)


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


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


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
                                   ----      ----
<PAGE>
<PAGE>
                    PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
                      GEODYNE NPI PARTNERSHIP P-1
                        COMBINED BALANCE SHEETS
                              (Unaudited)

                                ASSETS

                                       September 30, December 31,
                                           1996          1995
                                       ------------- -----------

CURRENT ASSETS:
  Cash and cash equivalents              $  337,522   $  241,524
  Accounts receivable:
   Net profits and royalty interests
     in oil and gas sales                   284,652      221,147
                                         ----------   ----------
       Total current assets              $  622,174   $  462,671

NET PROFITS AND ROYALTY INTERESTS IN
  OIL AND GAS PROPERTIES, net,
  utilizing the successful efforts
  method                                  2,742,923    3,026,259
                                         ----------   ----------
                                         $3,365,097   $3,488,930
                                         ==========   ==========

                      PARTNERS' CAPITAL (DEFICIT)

PARTNERS' CAPITAL (DEFICIT):
  General Partner                       ($   61,264) ($   48,322)
  Limited Partners, issued and
   outstanding, 108,074 units             3,426,361    3,537,252
                                         ----------   ----------
       Total Partners' capital           $3,365,097   $3,488,930
                                         ----------   ----------
                                         $3,365,097   $3,488,930
                                         ==========   ==========
                                                   
            The accompanying notes are an integral part of
                 these combined financial statements.

                                  -2-
<PAGE>
<PAGE>
  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
                      GEODYNE NPI PARTNERSHIP P-1
                   COMBINED STATEMENTS OF OPERATIONS
        FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)

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

REVENUES:
  Net profits and royalty interests
   in oil and gas sales                   $295,262      $248,805
  Interest income                            2,634         2,109
  Gain on sale of net profits and
   royalty interests in oil and
   gas properties                           63,616        10,525
                                          --------      --------
                                          $361,512      $261,439

COSTS AND EXPENSES:
  Depletion of net profits and
   royalty interests in oil and
   gas properties                         $ 80,362      $229,373
  General and administrative                31,355        29,744
                                          --------      --------
                                          $111,717      $259,117
                                          --------      --------

NET INCOME                                $249,795      $  2,322 
                                          ========      ========  
GENERAL PARTNER - NET INCOME              $ 15,572      $  9,291
                                          ========      ========
LIMITED PARTNERS - NET INCOME (LOSS)      $234,223     ($  6,969)
                                          ========      ========  
NET INCOME (LOSS) per unit                $   2.17     ($    .06)
                                          ========      ========
UNITS OUTSTANDING                          108,074       108,074
                                          ========      ========      
                                                   
            The accompanying notes are an integral part of
                 these combined financial statements.

                                  -3-
<PAGE>
<PAGE>
  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
                      GEODYNE NPI PARTNERSHIP P-1
                   COMBINED STATEMENTS OF OPERATIONS
         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)

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

REVENUES:
  Net profits and royalty interests
   in oil and gas sales                   $915,872      $674,021
  Interest income                            6,376         6,015
  Gain on sale of net profits and
   royalty interests in oil and
   gas properties                           64,247        10,147 
                                          --------      --------
                                          $986,495      $690,183

COSTS AND EXPENSES:
  Depletion of net profits and
   royalty interests in oil and
   gas properties                         $262,231      $664,955
  General and administrative                98,707        97,546
                                          --------      --------
                                          $360,938      $762,501
                                          --------      --------

NET INCOME (LOSS)                         $625,557     ($ 72,318)
                                          ========      ========  
GENERAL PARTNER - NET INCOME              $ 41,448      $ 22,982
                                          ========      ========
LIMITED PARTNERS - NET INCOME (LOSS)      $584,109     ($ 95,300)
                                          ========      ========  
NET INCOME (LOSS) per unit                $   5.40     ($    .88)
                                          ========      ========
UNITS OUTSTANDING                          108,074       108,074
                                          ========      ========      
                                                   
            The accompanying notes are an integral part of
                 these combined financial statements.

                                  -4-
<PAGE>
<PAGE>
  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
                      GEODYNE NPI PARTNERSHIP P-1
                   COMBINED STATEMENTS OF CASH FLOWS
         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)

                                            1996          1995
                                         ----------    ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                       $625,557     ($ 72,318)
  Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
   Depletion of net profits and 
     royalty interests in oil and
     gas properties                        262,231       664,955
   Gain on sale of net profits and
     royalty interests in oil
     and gas properties                  (  64,247)    (  10,147)
   Increase in accounts receivable       (  63,505)    (  32,642)
                                          --------      --------
  Net cash provided by operating
   activities                             $760,036      $549,848

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                   ($  4,301)     $    -  
  Proceeds from sale of net profits
   and royalty interests in oil and
   gas properties                           89,653        44,818
                                          --------      --------
  Net cash provided by investing
   activities                             $ 85,352      $ 44,818

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                     ($749,390)    ($599,500)
                                          --------      --------
  Net cash used by financing 
   activities                            ($749,390)    ($599,500)
                                          --------      --------

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                        $ 95,998     ($  4,834)

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                      241,524       227,184
                                          --------      --------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                           $337,522      $222,350
                                          ========      ========      
                 
            The accompanying notes are an integral part of
                 these combined financial statements.

                                  -5-
<PAGE>
<PAGE>
  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP
                      GEODYNE NPI PARTNERSHIP P-2
                        COMBINED BALANCE SHEETS
                              (Unaudited)

                                ASSETS

                                       September 30, December 31,
                                           1996          1995
                                       ------------- -----------

CURRENT ASSETS:
  Cash and cash equivalents              $  263,020   $  167,791
  Accounts receivable:
   Net profits and royalty interests
     in oil and gas sales                   216,944      176,041
                                         ----------   ----------
       Total current assets              $  479,964   $  343,832

NET PROFITS AND ROYALTY INTERESTS IN
  OIL AND GAS PROPERTIES, net,
  utilizing the successful efforts
  method                                  2,254,045    2,510,707
                                         ----------   ----------
                                         $2,734,009   $2,854,539
                                         ==========   ==========

                      PARTNERS' CAPITAL (DEFICIT)

PARTNERS' CAPITAL (DEFICIT):
  General Partner                       ($   55,874) ($   46,190)
  Limited Partners, issued and
   outstanding, 90,094 units              2,789,883    2,900,729
                                         ----------   ----------
       Total Partners' capital           $2,734,009   $2,854,539
                                         ----------   ----------
                                         $2,734,009   $2,854,539
                                         ==========   ==========      
                           
            The accompanying notes are an integral part of
                 these combined financial statements.

                                  -6-
<PAGE>
<PAGE>
  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP
                      GEODYNE NPI PARTNERSHIP P-2
                   COMBINED STATEMENTS OF OPERATIONS
        FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)

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

REVENUES:
  Net profits and royalty interests
   in oil and gas sales                   $222,515      $196,005
  Interest income                            2,047         1,397
  Gain on sale of net profits and
   royalty interests in oil and
   gas properties                           43,523         8,802 
                                          --------      --------
                                          $268,085      $206,204

COSTS AND EXPENSES:
  Depletion of net profits and
   royalty interests in oil and
   gas properties                         $ 73,134      $186,844
  General and administrative                26,299        24,674
                                          --------      --------
                                          $ 99,433      $211,518
                                          --------      --------

NET INCOME (LOSS)                         $168,652     ($  5,314)
                                          ========      ========  
GENERAL PARTNER - NET INCOME              $ 11,255      $  7,208
                                          ========      ========
LIMITED PARTNERS - NET INCOME (LOSS)      $157,397     ($ 12,522)
                                          ========      ========  
NET INCOME (LOSS) per unit                $   1.75     ($    .14)
                                          ========      ========
UNITS OUTSTANDING                           90,094        90,094
                                          ========      ========      
                                                   
            The accompanying notes are an integral part of
                 these combined financial statements.

                                  -7-
<PAGE>
<PAGE>
  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP
                      GEODYNE NPI PARTNERSHIP P-2
                   COMBINED STATEMENTS OF OPERATIONS
         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)

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

REVENUES:
  Net profits and royalty interests
   in oil and gas sales                   $700,557      $516,530
  Interest income                            4,767         3,709
  Gain on sale of net profits and
   royalty interests in oil and
   gas properties                           43,971         8,078 
                                          --------      --------
                                          $749,295      $528,317

COSTS AND EXPENSES:
  Depletion of net profits and
   royalty interests in oil and
   gas properties                         $237,897      $529,827
  General and administrative                82,523        81,380
                                          --------      --------
                                          $320,420      $611,207
                                          --------      --------

NET INCOME (LOSS)                         $428,875     ($ 82,890)
                                          ========      ========  
GENERAL PARTNER - NET INCOME              $ 30,721      $ 17,049
                                          ========      ========
LIMITED PARTNERS - NET INCOME (LOSS)      $398,154     ($ 99,939)
                                          ========      ========  
NET INCOME (LOSS) per unit                $   4.42     ($   1.11)
                                          ========      ========
UNITS OUTSTANDING                           90,094        90,094
                                          ========      ========      
                                                                      
            The accompanying notes are an integral part of
                 these combined financial statements.

                                  -8-
<PAGE>
<PAGE>
  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP
                      GEODYNE NPI PARTNERSHIP P-2
                   COMBINED STATEMENTS OF CASH FLOWS
         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)

                                            1996          1995
                                          --------     ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                       $428,875     ($ 82,890)
  Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
   Depletion of net profits and 
     royalty interests in oil and
     gas properties                        237,897       529,827
   Gain on sale of net profits and
     royalty interests in oil
     and gas properties                  (  43,971)    (   8,078)
   Increase in accounts receivable       (  40,903)    (  25,444)
                                          --------      --------
  Net cash provided by operating
   activities                             $581,898      $413,415

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                   ($  1,041)     $    -
  Proceeds from sale of net profits
   and royalty interests in oil and
   gas properties                           63,777        33,338
                                          --------      --------
  Net cash provided by investing 
   activities                             $ 62,736      $ 33,338

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                     ($549,405)    ($425,500)
                                          --------      --------
  Net cash used by financing 
   activities                            ($549,405)    ($425,500)
                                          --------      --------
NET INCREASE IN CASH AND CASH
  EQUIVALENTS                             $ 95,229      $ 21,253 

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                      167,791       138,086
                                          --------      --------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                           $263,020      $159,339
                                          ========      ========      
                 
            The accompanying notes are an integral part of
                 these combined financial statements.

                                  -9-
<PAGE>
<PAGE>
  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
                      GEODYNE NPI PARTNERSHIP P-3
                        COMBINED BALANCE SHEETS
                              (Unaudited)

                                ASSETS

                                       September 30, December 31,
                                           1996          1995
                                       ------------- -----------

CURRENT ASSETS:
  Cash and cash equivalents              $  495,756   $  296,629
  Accounts receivable:
   Net profits and royalty interests
     in oil and gas sales                   391,759      318,575
                                         ----------   ----------
       Total current assets              $  887,515   $  615,204

NET PROFITS AND ROYALTY INTERESTS IN
  OIL AND GAS PROPERTIES, net,
  utilizing the successful efforts
  method                                  4,258,079    4,740,639
                                         ----------   ----------
                                         $5,145,594   $5,355,843
                                         ==========   ==========

                      PARTNERS' CAPITAL (DEFICIT)

PARTNERS' CAPITAL (DEFICIT):
  General Partner                       ($  104,806) ($   86,631)
  Limited Partners, issued and
   outstanding, 169,637 units             5,250,400    5,442,474
                                         ----------   ----------
       Total Partners' capital           $5,145,594   $5,355,843
                                         ----------   ----------
                                         $5,145,594   $5,355,843
                                         ==========   ==========
                                                
            The accompanying notes are an integral part of
                 these combined financial statements.

                                 -10-
<PAGE>
<PAGE>
  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
                      GEODYNE NPI PARTNERSHIP P-3
                   COMBINED STATEMENTS OF OPERATIONS
        FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)

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

REVENUES:
  Net profits and royalty interests
   in oil and gas sales                   $413,580      $354,026
  Interest income                            3,675         2,640
  Gain on sale of net profits and
   royalty interests in oil and
   gas properties                           77,377        17,623 
                                          --------      --------
                                          $494,632      $374,289

COSTS AND EXPENSES:
  Depletion of net profits and
   royalty interests in oil and
   gas properties                         $137,143      $340,453
  General and administrative                49,189        47,174
                                          --------      --------
                                          $186,332      $387,627
                                          --------      --------

NET INCOME (LOSS)                         $308,300     ($ 13,338)
                                          ========      ========  
GENERAL PARTNER - NET INCOME              $ 20,717      $ 12,951
                                          ========      ========
LIMITED PARTNERS - NET INCOME (LOSS)      $287,583     ($ 26,289)
                                          ========      ========  
NET INCOME (LOSS) per unit                $   1.70     ($    .15)
                                          ========      ========
UNITS OUTSTANDING                          169,637       169,637
                                          ========      ========      
                                               

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

                                 -11-
<PAGE>
<PAGE>
  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
                      GEODYNE NPI PARTNERSHIP P-3
                   COMBINED STATEMENTS OF OPERATIONS
         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)

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

REVENUES:
  Net profits and royalty interests
   in oil and gas sales                 $1,303,710    $  952,458
  Interest income                            8,328         7,689
  Gain on sale of net profits and
   royalty interests in oil and
   gas properties                           78,210        17,826
                                        ----------    ----------
                                        $1,390,248    $  977,973

COSTS AND EXPENSES:
  Depletion of net profits and
   royalty interests in oil and
   gas properties                       $  446,629    $  981,060
  General and administrative               154,803       154,104
                                        ----------    ----------
                                        $  601,432    $1,135,164
                                        ----------    ----------

NET INCOME (LOSS)                       $  788,816   ($  157,191)
                                        ==========    ==========  
GENERAL PARTNER - NET INCOME            $   56,890    $   31,383
                                        ==========    ==========
LIMITED PARTNERS - NET INCOME (LOSS)    $  731,926   ($  188,574)
                                        ==========    ==========  
NET INCOME (LOSS) per unit              $     4.31   ($     1.11)
                                        ==========    ==========
UNITS OUTSTANDING                          169,637       169,637
                                        ==========    ==========      
                                                   
            The accompanying notes are an integral part of
                 these combined financial statements.

                                 -12-
<PAGE>
<PAGE>
  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
                      GEODYNE NPI PARTNERSHIP P-3
                   COMBINED STATEMENTS OF CASH FLOWS
         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)

                                           1996           1995
                                        ----------     ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                     $  788,816     ($157,191)
  Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
   Depletion of net profits and 
     royalty interests in oil and
     gas properties                        446,629       981,060
   Gain on sale of net profits and
     royalty interests in oil and
     gas properties                    (    78,210)    (  17,826)
   Increase in accounts receivable     (    73,184)    (  37,918)
                                        ----------      --------
  Net cash provided by operating
   activities                           $1,084,051      $768,125

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                 ($    1,874)     $    -
  Proceeds from sale of net profits
   and royalty interests in oil and
   gas properties                          116,015        62,424
                                        ----------      --------
  Net cash provided by investing
    activities                          $  114,141      $ 62,424

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                   ($  999,065)    ($831,000)
                                        ----------      --------
  Net cash used by financing 
   activities                          ($  999,065)    ($831,000)
                                        ----------      --------

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                      $  199,127     ($    451)

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                      296,629       285,580
                                        ----------      --------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                         $  495,756      $285,129
                                        ==========      ========      
                 
            The accompanying notes are an integral part of
                 these combined financial statements.

                                 -13-
<PAGE>
<PAGE>
  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
                      GEODYNE NPI PARTNERSHIP P-4
                        COMBINED BALANCE SHEETS
                              (Unaudited)

                                ASSETS

                                       September 30, December 31,
                                           1996          1995
                                       ------------- -----------

CURRENT ASSETS:
  Cash and cash equivalents              $  397,075   $  288,117
  Accounts receivable:
   Net profits and royalty interests
     in oil and gas sales                   362,162      352,907
                                         ----------   ----------
       Total current assets              $  759,237   $  641,024

NET PROFITS AND ROYALTY INTERESTS IN
  OIL AND GAS PROPERTIES, net,
  utilizing the successful efforts
  method                                  2,622,875    3,299,455
                                         ----------   ----------
                                         $3,382,112   $3,940,479
                                         ==========   ==========

                      PARTNERS' CAPITAL (DEFICIT)

PARTNERS' CAPITAL (DEFICIT):
  General Partner                       ($   82,486) ($   54,546)
  Limited Partners, issued and
   outstanding, 126,306 units             3,464,598    3,995,025
                                         ----------   ----------
       Total Partners' capital           $3,382,112   $3,940,479
                                         ----------   ----------
                                         $3,382,112   $3,940,479
                                         ==========   ==========

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

                                 -14-
<PAGE>
<PAGE>
  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
                      GEODYNE NPI PARTNERSHIP P-4
                   COMBINED STATEMENTS OF OPERATIONS
        FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)

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

REVENUES:
  Net profits and royalty interests
   in oil and gas sales                   $300,523      $312,566
  Interest and other income                  2,902         3,082
  Gain (loss) on sale of net profits
   and royalty interests in oil and
   gas properties                        (  59,474)       11,405 
                                          --------      --------
                                          $243,951      $327,053

COSTS AND EXPENSES:
  Depletion of net profits and
   royalty interests in oil and
   gas properties                         $147,309      $396,226
  General and administrative                38,851        35,721 
                                          --------      --------
                                          $186,160      $431,947
                                          --------      --------

NET INCOME (LOSS)                         $ 57,791     ($104,894)
                                          ========      ========  
GENERAL PARTNER - NET INCOME              $  8,637      $ 10,604
                                          ========      ========
LIMITED PARTNERS - NET INCOME (LOSS)      $ 49,154     ($115,498)
                                          ========      ========  
NET INCOME (LOSS) per unit                $    .39     ($    .91)
                                          ========      ========
UNITS OUTSTANDING                          126,306       126,306
                                          ========      ========      
                                                   
            The accompanying notes are an integral part of
                 these combined financial statements.

                                 -15-
<PAGE>
<PAGE>
  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
                      GEODYNE NPI PARTNERSHIP P-4
                   COMBINED STATEMENTS OF OPERATIONS
         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)

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

REVENUES:
  Net profits and royalty interests
   in oil and gas sales                 $1,015,009    $  924,448
  Interest and other income                  7,831         9,238
  Loss on sale of net profits and
   royalty interests in oil and
   gas properties                      (    59,404)  (     1,600)
                                        ----------    ----------  
                                        $  963,436    $  932,086

COSTS AND EXPENSES:
  Depletion of net profits and
   royalty interests in oil and
   gas properties                       $  494,377    $1,199,355
  General and administrative               117,526       114,425
                                        ----------    ----------
                                        $  611,903    $1,313,780
                                        ----------    ----------

NET INCOME (LOSS)                       $  351,533   ($  381,694)
                                        ==========    ==========  
GENERAL PARTNER - NET INCOME            $   36,960    $   28,890
                                        ==========    ==========
LIMITED PARTNERS - NET INCOME (LOSS)    $  314,573   ($  410,584)
                                        ==========    ==========  
NET INCOME (LOSS) per unit              $     2.49   ($     3.25)
                                        ==========    ==========
UNITS OUTSTANDING                          126,306       126,306
                                        ==========    ==========      
                                                   
            The accompanying notes are an integral part of
                 these combined financial statements.

                                 -16-
<PAGE>
<PAGE>
  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
                      GEODYNE NPI PARTNERSHIP P-4
                   COMBINED STATEMENTS OF CASH FLOWS
         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)

                                            1996         1995
                                         ---------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                       $351,533   ($  381,694)
  Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
   Depletion of net profits and 
     royalty interests in oil and
     gas properties                        494,377     1,199,355
   Loss on sale of net profits and
     royalty interests in oil and
     gas properties                         59,404         1,600
   Increase in accounts receivable       (   9,255)  (    94,153)
                                          --------    ----------
  Net cash provided by operating
   activities                             $896,059    $  725,108

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                   ($  1,625)  ($   16,415)
  Proceeds from sale of net profits
   and royalty interests in oil and
   gas properties                          124,424         9,590
                                          --------    ----------
  Net cash provided (used) by
   investing activities                   $122,799   ($    6,825)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                     ($909,900)  ($  820,000)
                                          --------    ----------
  Net cash used by financing 
   activities                            ($909,900)  ($  820,000)
                                          --------    ----------

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                        $108,958   ($  101,717)

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                      288,117       430,665
                                          --------    ----------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                           $397,075    $  328,948
                                          ========    ==========      
                 
            The accompanying notes are an integral part of
                 these combined financial statements.

                                 -17-
<PAGE>
<PAGE>
  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
                      GEODYNE NPI PARTNERSHIP P-5
                        COMBINED BALANCE SHEETS
                              (Unaudited)

                                ASSETS

                                       September 30, December 31,
                                           1996          1995
                                       ------------  -----------

CURRENT ASSETS:
  Cash and cash equivalents             $  252,460    $  167,076
  Accounts receivable:
   Net profits and royalty interests
     in oil and gas sales                  146,405       150,207
                                        ----------    ----------
       Total current assets             $  398,865    $  317,283

NET PROFITS AND ROYALTY INTERESTS IN
  OIL AND GAS PROPERTIES, net,
  utilizing the successful efforts
  method                                 2,525,888     2,908,234
                                        ----------    ----------
                                        $2,924,753    $3,225,517
                                        ==========    ==========

                      PARTNERS' CAPITAL (DEFICIT)

PARTNERS' CAPITAL (DEFICIT):
  General Partner                      ($   63,331)  ($   48,425)
  Limited Partners, issued and
   outstanding, 118,449 units            2,988,084     3,273,942
                                        ----------    ----------
       Total Partners' capital          $2,924,753    $3,225,517
                                        ----------    ----------
                                        $2,924,753    $3,225,517
                                        ==========    ==========

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

                                 -18-
<PAGE>
<PAGE>
  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
                      GEODYNE NPI PARTNERSHIP P-5
                   COMBINED STATEMENTS OF OPERATIONS
        FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)

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

REVENUES:
  Net profits and royalty interests
   in oil and gas sales                   $229,184      $272,415
  Interest and other income                  2,045         2,420 
  Gain on sale of net profits and
   royalty interests in oil and
   gas properties                           25,833           378
                                          --------      --------
                                          $257,062      $275,213

COSTS AND EXPENSES:
  Depletion of net profits and
   royalty interests in oil and
   gas properties                         $110,748      $402,946
  General and administrative                33,737        33,503
                                          --------      --------
                                          $144,485      $436,449
                                          --------      --------

NET INCOME (LOSS)                         $112,577     ($161,236)
                                          ========      ========  
GENERAL PARTNER - NET INCOME              $  9,956      $  8,056
                                          ========      ========
LIMITED PARTNERS - NET INCOME (LOSS)      $102,621     ($169,292)
                                          ========      ========  
NET INCOME (LOSS) per unit                $    .87     ($   1.43)
                                          ========      ========
UNITS OUTSTANDING                          118,449       118,449
                                          ========      ========      
                                                   
         The accompanying notes are an integral part of
                 these combined financial statements.

                                 -19-
<PAGE>
<PAGE>
  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
                      GEODYNE NPI PARTNERSHIP P-5
                   COMBINED STATEMENTS OF OPERATIONS
         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)

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

REVENUES:
  Net profits and royalty interests
   in oil and gas sales                   $775,627    $  737,367
  Interest and other income                  5,059         6,568
  Gain on sale of net profits and
   royalty interests in oil and
   gas properties                           25,833           409
                                          --------    ----------
                                          $806,519    $  744,344

COSTS AND EXPENSES:
  Depletion of net profits and
   royalty interests in oil and
   gas properties                         $377,888    $1,156,153
  General and administrative               107,574       107,533
                                          --------    ----------
                                          $485,462    $1,263,686
                                          --------    ----------

NET INCOME (LOSS)                         $321,057   ($  519,342)
                                          ========    ==========  
GENERAL PARTNER - NET INCOME              $ 30,915    $   20,279
                                          ========    ==========
LIMITED PARTNERS - NET INCOME (LOSS)      $290,142   ($  539,621)
                                          ========    ==========  
NET INCOME (LOSS) per unit                $   2.45   ($     4.56)
                                          ========    ==========
UNITS OUTSTANDING                          118,449       118,449
                                          ========    ==========      
                                                   
            The accompanying notes are an integral part of
                 these combined financial statements.

                                 -20-
<PAGE>
<PAGE>
  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
                      GEODYNE NPI PARTNERSHIP P-5
                   COMBINED STATEMENTS OF CASH FLOWS
         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)

                                            1996         1995
                                         ---------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                       $321,057   ($  519,342)
  Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
   Depletion of net profits and 
     royalty interests in oil and
     gas properties                        377,888     1,156,153
   Gain on sale of net profits and
     royalty interests in oil and
     gas properties                      (  25,833)  (       409)
   Decrease in accounts receivable           3,802         6,386
                                          --------    ----------
  Net cash provided by operating 
   activities                             $676,914    $  642,788

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                    $    -     ($   29,531)
  Proceeds from sale of net profits
   and royalty interests in oil and
   gas properties                           30,291           460
                                          --------    ----------
  Net cash provided (used) by
   investing activities                   $ 30,291   ($   29,071)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                     ($621,821)  ($  551,000)
                                          --------    ----------
  Net cash used by financing 
   activities                            ($621,821)  ($  551,000)
                                          --------    ----------
NET INCREASE IN CASH AND CASH
  EQUIVALENTS                             $ 85,384    $   62,717

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                      167,076       140,602
                                          --------    ----------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                           $252,460    $  203,319 
                                          ========    ==========      

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

                                 -21-
<PAGE>
<PAGE>
  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6
                      GEODYNE NPI PARTNERSHIP P-6
                        COMBINED BALANCE SHEETS
                              (Unaudited)

                                ASSETS

                                       September 30, December 31,
                                           1996          1995
                                       ------------- -----------

CURRENT ASSETS:
  Cash and cash equivalents              $  588,691   $  254,180
  Accounts receivable:
   Net profits and royalty interests
     in oil and gas sales                   305,548      231,575
                                         ----------   ----------
       Total current assets              $  894,239   $  485,755

NET PROFITS AND ROYALTY INTERESTS IN
  OIL AND GAS PROPERTIES, net,
  utilizing the successful efforts
  method                                  4,062,571    4,684,277
                                         ----------   ----------
                                         $4,956,810   $5,170,032
                                         ==========   ==========

                      PARTNERS' CAPITAL (DEFICIT)

PARTNERS' CAPITAL (DEFICIT):
  General Partner                       ($   64,190) ($   47,281)
  Limited Partners, issued and
   outstanding, 143,041 units             5,021,000    5,217,313
                                         ----------   ----------
       Total Partners' capital           $4,956,810   $5,170,032
                                         ----------   ----------
                                         $4,956,810   $5,170,032
                                         ==========   ==========

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

                                 -22-
<PAGE>
<PAGE>
  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6
                      GEODYNE NPI PARTNERSHIP P-6
                   COMBINED STATEMENTS OF OPERATIONS
        FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)

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

REVENUES:
  Net profits and royalty interests
   in oil and gas sales                   $663,156      $312,751
  Interest and other income                  3,603         3,388
  Gain on sale of net profits and
   royalty interests in oil and
   gas properties                           23,722           936
                                          --------      --------
                                          $690,481      $317,075

COSTS AND EXPENSES:
  Depletion of net profits and
   royalty interests in oil and
   gas properties                         $264,323      $419,822
  General and administrative                40,740        40,942
                                          --------      --------
                                          $305,063      $460,764
                                          --------      --------

NET INCOME (LOSS)                         $385,418     ($143,689)
                                          ========      ========  
GENERAL PARTNER - NET INCOME              $ 29,664      $  9,608 
                                          ========      ========
LIMITED PARTNERS - NET INCOME (LOSS)      $355,754     ($153,297)
                                          ========      ========  
NET INCOME (LOSS) per unit                $   2.49     ($   1.07)
                                          ========      ========
UNITS OUTSTANDING                          143,041       143,041
                                          ========      ========      
                                                   

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

                                 -23-
<PAGE>
<PAGE>
  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6
                      GEODYNE NPI PARTNERSHIP P-6
                   COMBINED STATEMENTS OF OPERATIONS
         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)

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

REVENUES:
  Net profits and royalty interests
   in oil and gas sales                 $1,511,302    $  972,654
  Interest and other income                  8,345         8,098
  Gain on sale of net profits and
   royalty interests in oil and
   gas properties                           23,722         2,015
                                        ----------    ----------
                                        $1,543,369    $  982,767

COSTS AND EXPENSES:
  Depletion of net profits and
   royalty interests in oil and
   gas properties                       $  684,396    $1,168,374
  General and administrative               129,872       135,541
                                        ----------    ----------
                                        $  814,268    $1,303,915
                                        ----------    ----------

NET INCOME (LOSS)                       $  729,101   ($  321,148)
                                        ==========    ==========  
GENERAL PARTNER - NET INCOME            $   63,414    $   30,678
                                        ==========    ==========
LIMITED PARTNERS - NET INCOME (LOSS)    $  665,687   ($  351,826)
                                        ==========    ==========  
NET INCOME (LOSS) per unit              $     4.65   ($     2.46)
                                        ==========    ==========
UNITS OUTSTANDING                          143,041       143,041
                                        ==========    ==========      
                                                   
            The accompanying notes are an integral part of
                 these combined financial statements.

                                 -24-
<PAGE>
<PAGE>
  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6
                      GEODYNE NPI PARTNERSHIP P-6
                   COMBINED STATEMENTS OF CASH FLOWS
         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)

                                            1996         1995
                                        -----------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                     $  729,101   ($  321,148)
  Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
   Depletion of net profits and 
     royalty interests in oil and
     gas properties                        684,396     1,168,374
   Gain on sale of net profits and
     royalty interests in oil and
     gas properties                    (    23,722)  (     2,015)
   Increase in accounts receivable     (    73,973)  (   122,816)
                                        ----------    ----------
  Net cash provided by operating
   activities                           $1,315,802    $  722,395

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                 ($   63,382)  ($   14,446)
  Proceeds from sale of net profits
   and royalty interests in oil and
   gas properties                           24,414         3,769
                                        ----------    ----------
  Net cash used by investing 
   activities                          ($   38,968)  ($   10,677)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                   ($  942,323)  ($  668,000)
                                        ----------    ----------
  Net cash used by financing 
   activities                          ($  942,323)  ($  668,000)
                                        ----------    ----------

NET INCREASE IN CASH AND CASH
  EQUIVALENTS                           $  334,511    $   43,718

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                      254,180       212,966
                                        ----------    ----------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                         $  588,691    $  256,684
                                        ==========    ==========      
             
            The accompanying notes are an integral part of
                 these combined financial statements.

                                 -25-
<PAGE>
<PAGE>
       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME PARTNERSHIPS 
         CONDENSED NOTES TO THE COMBINED FINANCIAL STATEMENTS
                          SEPTEMBER 30, 1996
                              (Unaudited)

1.   ACCOUNTING POLICIES
     -------------------

     The combined  balance sheets as  of September 30,  1996, combined
     statements  of  operations for  the three  and nine  months ended
     September 30, 1996 and 1995 and combined statements of cash flows
     for the  nine months ended September 30,  1996 and 1995 have been
     prepared  by Geodyne Resources, Inc.,  the general partner of the
     Geodyne Institutional/Pension Energy Income Limited Partnerships,
     without  audit.  Each limited partnership is a general partner in
     the related  Geodyne NPI Partnership (the  "NPI Partnerships") in
     which  Geodyne Resources,  Inc. serves  as the  managing partner.
     For  the  purposes of  these  financial  statements, the  general
     partner and managing partner are collectively  referred to as the
     "General  Partner"   and   the  limited   partnerships  and   NPI
     Partnerships are collectively referred  to as the "Partnerships".
     In the opinion of management the financial statements referred to
     above  include all  necessary adjustments,  consisting of  normal
     recurring adjustments, to  present fairly the  combined financial
     position  at   September  30,  1996,  the   combined  results  of
     operations for the three and nine months ended September 30, 1996
     and 1995 and  the combined cash flows  for the nine months  ended
     September 30, 1996 and 1995.

     Information   and  footnote  disclosures   normally  included  in
     financial   statements  prepared  in  accordance  with  generally
     accepted accounting principles  have been  condensed or  omitted.
     The accompanying  interim financial statements should  be read in
     conjunction  with the  Partnerships' Annual  Report on  Form 10-K
     filed for  the year  ended December  31,  1995.   The results  of
     operations  for  the period  ended  September  30, 1996  are  not
     necessarily indicative of the results to be expected for the full
     year.

     The Limited Partners'  net income or loss per  unit is based upon
     each $100 initial capital contribution.

     NET PROFITS AND ROYALTY INTERESTS IN OIL AND GAS PROPERTIES
     -----------------------------------------------------------

     The limited partnerships were formed for the purpose of investing
     in the related NPI Partnerships.  The NPI Partnerships follow the
     successful efforts method of accounting for their net profits and
     royalty  interests  in  oil  and gas  properties  ("oil  and  gas
     properties").    Under the  successful  efforts  method, the  NPI
     Partnerships   capitalize  all   acquisition  costs.     Property
     acquisition costs  include costs incurred by  the Partnerships or
     the General  Partner to  acquire producing properties,  including
     related   title  insurance  or  examination  costs,  commissions,
     engineering,  legal  and  accounting   fees,  and  similar  costs
     directly  related to the  acquisitions.  The  acquisition cost to
     the NPI Partnership of  net profits and royalty interests  in oil
     and gas properties acquired by the General Partner is adjusted to
     reflect the  net cash  results of operations,  including interest
     incurred to finance the  acquisition, for the period of  time the

                                 -26-
<PAGE>
<PAGE>
     oil and  gas properties are held by  the General Partner prior to
     their transfer  to the Partnerships.   Impairment of  net profits
     and royalty  interests in  oil and gas  properties is  recognized
     based upon an individual property assessment.

     Depletion  of the costs of  net profits and  royalty interests in
     producing oil  and gas  properties  is computed  on the  unit-of-
     production method.

     Effective   October  1,   1995,  the  Partnerships   adopted  the
     requirements  of  Statement  of  Financial  Accounting  Standards
     ("SFAS")  No. 121, "Accounting  for the Impairment  of Long Lived
     Assets  and Assets Held for Disposal.  SFAS No. 121 provides that
     if  the unamortized costs of net profits and royalty interests in
     oil  and  gas  properties  for  each  field exceed  the  expected
     undiscounted future cash flows from such properties, the cost  of
     the properties is written down to fair value, which is determined
     by using  the discounted future  cash flows from  the properties.
     Under   the  Partnerships'   prior  impairment   policy   if  the
     unamortized costs of net profits and royalty interests in oil and
     gas  properties as  a whole  exceeded the  estimated undiscounted
     future  net revenues  of  the properties,  a valuation  allowance
     would be  recorded for  the  excess amount.   The  risk that  the
     Partnerships   will  be   required  to  record   such  impairment
     provisions  in the future increases  when oil and  gas prices are
     depressed.

2.   TRANSACTIONS WITH RELATED PARTIES
     ---------------------------------

     The    Partnerships'    Partnership   Agreements    provide   for
     reimbursement to the General Partner for the Partnerships' direct
     general  and  administrative expenses  and  for  the general  and
     administrative  overhead applicable to  the Partnerships based on
     an allocation  of actual costs  incurred by the  General Partner.
     During the  three months ended  September 30, 1996  the following
     payments  were made to the  General Partner or  its affiliates by
     the Partnerships:

                             Direct General       Administrative
        Partnership        and Administrative        Overhead
        -----------        ------------------     --------------
            P-1                  $2,915              $28,440
            P-2                   2,590               23,709
            P-3                   4,549               44,640
            P-4                   5,611               33,240
            P-5                   2,567               31,170
            P-6                   3,099               37,641

     During  the nine  months ended September  30, 1996  the following
     payments  were made to the  General Partner or  its affiliates by
     the Partnerships:
                                 -27-
<PAGE>
<PAGE>
                             Direct General       Administrative
        Partnership        and Administrative        Overhead
        -----------        ------------------     --------------
            P-1                 $13,477             $ 85,320
            P-2                  11,396               71,127
            P-3                  20,883              133,920
            P-4                  17,806               99,720
            P-5                  14,064               93,510
            P-6                  16,949              112,923

     Affiliated  companies   are  the  operator  of   certain  of  the
     Partnerships'  properties  and  their   policy  is  to  bill  the
     Partnerships for  all customary  charges and  cost reimbursements
     associated with  their activities, together  with any  compressor
     rental, consulting, or other services provided.

     The Partnerships receive Net  Profits Interest distributions on a
     monthly basis from affiliated partnerships managed by the General
     Partner.   These  distributions  are reflected  as Revenue,  "Net
     Profits  and  Royalty Interests  in Oil  and  Gas Sales",  in the
     accompanying statements of operations.   The Net Profits Interest
     Receivable   represents  amounts   due   from  these   affiliated
     partnerships.

                                 -28-
<PAGE>
<PAGE>
Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

GENERAL
-------

     The limited partnerships were formed for the purpose of investing
     in  the  related  NPI Partnerships.    The  NPI  Partnerships are
     engaged in  the business of  acquiring net profits  interests and
     royalty interests in producing oil and  gas properties located in
     the continental United States.  In general, each  NPI Partnership
     acquired passive  interests in producing properties  and does not
     directly engage  in  development drilling  or  enhanced  recovery
     projects.     Therefore,  the  economic  life   of  each  limited
     partnership, and its related NPI  Partnership, is limited to  the
     period of time required to fully produce its acquired oil and gas
     reserves.    A net  profits interest  in  oil and  gas properties
     entitles the Partnerships  to a portion of the  oil and gas sales
     less  operating  and  production expenses  and  development costs
     generated  by the owner of the underlying working interest in the
     oil and  gas properties.  The  net proceeds from the  oil and gas
     operations  are  distributed  to  the Limited  Partners  and  the
     General Partner in accordance with the terms of the Partnerships'
     Partnership Agreements.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

     The  Partnerships began  operations  and investors  were assigned
     their   rights  as   Limited   Partners,   having  made   capital
     contributions in the amounts and on the dates set forth below:

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

             P-1         October 25, 1988        $10,807,400
             P-2         February 9, 1989          9,009,400
             P-3         May 10, 1989             16,963,700
             P-4         November 21, 1989        12,630,600
             P-5         February 27, 1990        11,844,900
             P-6         September 5, 1990        14,304,100

     In  general, the amount of funds available for the acquisition of
     producing properties  was equal  to the capital  contributions of
     the  Limited  Partners,  less   15%  for  sales  commissions  and
     organization and  management fees.   The Partnerships  have fully
     invested their capital contributions.

     Net  proceeds  from the  Partnerships'  net  profits and  royalty
     interests less  necessary operating  capital  are distributed  to
     Limited Partners on a quarterly basis.  Revenues and net proceeds
     of  a Partnership are largely  dependent upon the  volumes of oil
     and gas sold and the prices received for such oil  and gas.  Over
     the  last several  years,  the domestic  energy industry  and the
     Partnerships have contended with volatile, but generally low, oil
     and gas prices.  Over the last few years, the oil and  gas market
     appears  to have  moved  from periods  of  relative stability  in
     supply and demand  to excess  supply or weakened  demand.   These
     trends have led  to the  volatility in pricing  and demand  noted

                                 -29-
<PAGE>
<PAGE>
     over  the past years.   While the General  Partner cannot predict
     future pricing trends, it  believes the working capital available
     as  of  September 30,  1996 and  the  net revenue  generated from
     future operations will provide sufficient working capital to meet
     current and future obligations of the Partnerships.

     During  the nine  months ended September  30, 1996  the following
     Partnerships  sold  their  interests   in  several  oil  and  gas
     properties.  Proceeds from such sales were as follows:

                                       Proceeds for
                                    Nine Months Ended
               Partnership          September 30, 1996
               -----------         ---------------------
                    P-1                 $ 89,653
                    P-2                   63,777
                    P-3                  116,015
                    P-4                  124,424
                    P-5                   30,291

     Such proceeds will be included in the determination of the amount
     of the cash distributions  to be paid to the  Limited Partners of
     such Partnerships during November 1996.

RESULTS OF OPERATIONS
---------------------

     PARTNERSHIP P-1            

     THREE  MONTHS ENDED SEPTEMBER 30,  1996 AS COMPARED  TO THE THREE
     MONTHS ENDED SEPTEMBER 30, 1995.

                                   Three Months Ended September 30,
                                   --------------------------------
                                        1996               1995
                                      --------           --------
           Net profits and royalty
             interests in oil and 
             gas sales                $295,262           $248,805
           Barrels produced              7,592              9,283
           Mcf produced                116,249            128,783
           Average price/Bbl          $  20.93           $  17.79
           Average price/Mcf          $   1.81           $   1.42

     As  shown in  the  table above,  total  net profits  and  royalty
     interests in oil and gas sales increased $46,457 (18.67%) for the
     three  months ended September 30,  1996 as compared  to the three
     months ended September 30,  1995.  Of this increase,  $79,374 was
     related to the increases in the average prices of oil and natural
     gas sold, partially offset  by a $58,080 decrease related  to the
     decreases in the volumes of oil and natural gas sold.  Volumes of
     oil  and natural gas sold  decreased by 1,691  barrels and 12,534
     Mcf, respectively, for the three months ended September  30, 1996
     as  compared to the three  months ended September  30, 1995.  The
     decrease in volumes of oil sold was primarily due to (i) the sale
     of  two oil producing wells during 1996, (ii) the normal declines
     in production due to diminished oil reserves for the three months
     ended  September 30, 1996 as  compared to the  three months ended

                                 -30-
<PAGE>
<PAGE>
     September  30,  1995,  and  (iii) positive  prior  period  volume
     adjustments made by the  purchaser on two wells during  the three
     months ended September  30, 1995.   Average oil  and natural  gas
     prices  increased  to  $20.93  per  barrel  and  $1.81  per  Mcf,
     respectively, for the three months  ended September 30, 1996 from
     $17.79 per barrel and $1.42 per Mcf, respectively,  for the three
     months ended September 30, 1995.  

     Depletion of net  profits and  royalty interests in  oil and  gas
     properties  decreased  $149,011   for  the  three   months  ended
     September  30,  1996  as  compared  to  the  three  months  ended
     September  30, 1995.  This  decrease was primarily  due to upward
     revisions of previous reserve estimates at December 31, 1995.  As
     a percentage of  net profits and royalty interests in oil and gas
     sales, this expense decreased to 27.2% for the three months ended
     September  30,  1996  from  92.2%  for  the  three  months  ended
     September  30,  1995.   This decrease  was  primarily due  to the
     upward reserve revisions discussed above and the increases in the
     average  prices  of oil  and natural  gas  sold during  the three
     months ended September 30,  1996 as compared to the  three months
     ended September 30, 1995.

     General  and administrative  expenses  increased  $1,611 for  the
     three  months ended September 30,  1996 as compared  to the three
     months ended September 30, 1995.  This increase was primarily due
     to an  increase in  professional fees  and  printing and  postage
     expenses  during the  three months  ended September  30, 1996  as
     compared to  the three months  ended September  30, 1995.   As  a
     percentage  of net profits and  royalty interests in  oil and gas
     sales, this expense decreased to 10.6% for the three months ended
     September  30,  1996  from  12.0%  for  the  three  months  ended
     September 30, 1995.   This percentage decrease  was primarily due
     to  the increases in  the average prices  of oil  and natural gas
     sold during the three months ended September 30, 1996 as compared
     to the three months ended September 30, 1995.  

     NINE  MONTHS ENDED  SEPTEMBER 30,  1996 AS  COMPARED TO  THE NINE
     MONTHS ENDED SEPTEMBER 30, 1995.

                                    Nine Months Ended September 30,
                                    -------------------------------
                                       1996                1995
                                      --------           --------
           Net profits and royalty
             interests in oil and 
             gas sales                $915,872           $674,021
           Barrels produced             26,287             29,263
           Mcf produced                370,260            359,238
           Average price/Bbl          $  19.18           $  16.79
           Average price/Mcf          $   1.81           $   1.31

     As  shown in  the  table above,  total  net profits  and  royalty
     interests in  oil and gas  sales increased $241,851  (35.88%) for
     the nine months ended September 30,  1996 as compared to the nine
     months  ended September 30, 1995.  Of this increase, $249,558 was
     related to the increases in the average prices of oil and natural
     gas sold and $19,950 was related to an increase in the volumes of
     natural gas sold,  partially offset by a $57,080 decrease related
     to the decrease in  the volumes of oil sold.  Volumes of oil sold
     decreased  by 2,976 barrels,  while volumes  of natural  gas sold
     increased by 11,022 Mcf  for the nine months ended  September 30,

                                 -31-
<PAGE>
<PAGE>
     1996 as compared  to the  nine months ended  September 30,  1995.
     Average oil and natural gas prices increased to $19.18 per barrel
     and  $1.81  per Mcf,  respectively,  for  the  nine months  ended
     September  30, 1996  from $16.79  per barrel  and $1.31  per Mcf,
     respectively,  for the nine months ended September 30, 1995.  

     Depletion of net  profits and  royalty interests in  oil and  gas
     properties decreased $402,724 for the nine months ended September
     30, 1996 as compared to the nine months ended September 30, 1995.
     This decrease was primarily  due to upward revisions  of previous
     reserve estimates at December 31,  1995.  As a percentage of  net
     profits  and royalty interests in oil and gas sales, this expense
     decreased to 28.6% for  the nine months ended September  30, 1996
     from 98.7% for  the nine months ended  September 30, 1995.   This
     percentage  decrease  was primarily  due  to  the upward  reserve
     revisions discussed above and the increases in the average prices
     of  oil and  natural  gas  sold  during  the  nine  months  ended
     September 30, 1996 as compared to the nine months ended September
     30, 1995.

     General and administrative expenses remained  relatively constant
     for the nine months ended  September 30, 1996 as compared to  the
     nine months ended  September 30, 1995.   As a  percentage of  net
     profits  and  royalty  interests  in  oil  and gas  sales,  these
     expenses decreased  to 10.8% for the nine  months ended September
     30, 1996 from 14.5% for the nine months ended September 30, 1995.
     This percentage  decrease was primarily  due to the  increases in
     the average  prices of oil  and natural gas sold  during the nine
     months  ended September 30, 1996  as compared to  the nine months
     ended September 30, 1995.

     Cumulative  cash  distributions to  the Limited  Partners through
     September 30, 1996 were $8,455,558 or 78.24% of Limited Partners'
     capital contributions.

     PARTNERSHIP P-2            

     THREE  MONTHS ENDED SEPTEMBER 30,  1996 AS COMPARED  TO THE THREE
     MONTHS ENDED SEPTEMBER 30, 1995.

                                   Three Months Ended September 30,
                                   --------------------------------
                                        1996               1995
                                      --------           --------
           Net profits and royalty
             interests in oil and 
             gas sales                $222,515           $196,005
           Barrels produced              5,313              6,719
           Mcf produced                 99,108            113,258
           Average price/Bbl          $  20.88           $  17.77
           Average price/Mcf          $   1.78           $   1.43

     As  shown in  the  table above,  total  net profits  and  royalty
     interests in oil and gas sales increased $26,510 (13.53%) for the
     three  months ended September 30,  1996 as compared  to the three
     months ended September 30,  1995.  Of this increase,  $60,536 was
     related to the increases in the average prices of oil and natural
     gas sold, partially offset  by a $54,544 decrease related  to the
     decreases in the volumes of oil and natural gas sold.  Volumes of
     oil  and natural gas sold  decreased by 1,406  barrels and 14,150
     Mcf, respectively, for the three months ended September 30,  1996

                                 -32-
<PAGE>
<PAGE>
     as compared to  the three months  ended September 30, 1995.   The
     decrease in the volumes of oil  sold was primarily due to (i) the
     sale  of two  oil producing  wells during  1996, (ii)  the normal
     declines in production  due to diminished oil reserves on several
     wells for the three  months ended September 30, 1996  as compared
     to  the three months ended September 30, 1995, and (iii) positive
     prior period  volume adjustments  made  by the  purchaser on  two
     wells  during the three months ended September 30, 1995.  Average
     oil and natural  gas prices  increased to $20.88  per barrel  and
     $1.78 per Mcf, respectively, for the three months ended September
     30,  1996 from $17.77 per barrel and $1.43 per Mcf, respectively,
     for the three months ended September 30, 1995.

     Depletion of net  profits and  royalty interests in  oil and  gas
     properties  decreased   $113,710  for  the   three  months  ended
     September  30,  1996  as  compared  to  the  three  months  ended
     September  30, 1995.  This  decrease was primarily  due to upward
     revisions of previous reserve estimates  at December 31, 1995 and
     a decrease in  capitalized costs due  to an impairment  provision
     recognized in the fourth quarter of 1995.  As a percentage of net
     profits  and royalty interests in oil and gas sales, this expense
     decreased  to 32.9% for the three months ended September 30, 1996
     from 95.3%  for the three months ended  September 30, 1995.  This
     percentage  decrease  was primarily  due  to  the upward  reserve
     revisions  and  impairment  provision  discussed  above  and  the
     increases  in  the average  prices of  oil  and natural  gas sold
     during the three months  ended September 30, 1996 as  compared to
     the three months ended September 30, 1995.

     General  and administrative  expenses  increased  $1,625 for  the
     three  months ended September 30,  1996 as compared  to the three
     months ended September 30, 1995.  This increase was primarily due
     to  an  increase  in  professional  fees,  printing  and  postage
     expenses, and filing fees during the three months ended September
     30,  1996 as  compared to  the three  months ended  September 30,
     1995.  As  a percentage of net  profits and royalty  interests in
     oil  and gas  sales, these  expenses decreased  to 11.8%  for the
     three  months ended September 30,  1996 from 12.6%  for the three
     months  ended September 30,  1995.  This  percentage decrease was
     primarily due to  the increases in the average  prices of oil and
     natural gas sold during the three months ended September 30, 1996
     as compared to the three months ended September 30, 1995. 

     NINE  MONTHS ENDED  SEPTEMBER 30,  1996 AS  COMPARED TO  THE NINE
     MONTHS ENDED SEPTEMBER 30, 1995.

                                    Nine Months Ended September 30,
                                    -------------------------------
                                       1996                1995
                                      --------           --------
           Net profits and royalty
             interests in oil and 
             gas sales                $700,557           $516,530
           Barrels produced             18,744             21,116
           Mcf produced                313,622            308,777
           Average price/Bbl          $  19.23           $  16.83
           Average price/Mcf          $   1.80           $   1.35

     As  shown in  the  table above,  total  net profits  and  royalty
     interests  in oil and  gas sales increased  $184,027 (35.63%) for
     the nine months ended September 30, 1996 as compared  to the nine

                                 -33-
<PAGE>
<PAGE>
     months  ended September 30, 1995.  Of this increase, $189,628 was
     related to the increases in the average prices of oil and natural
     gas sold, partially offset  by a $45,614 decrease related  to the
     decrease  in the  volumes  of  oil sold.    Volumes  of oil  sold
     decreased by  2,372 barrels,  while volumes  of natural  gas sold
     increased  by 4,845 Mcf for  the nine months  ended September 30,
     1996 as compared  to the  nine months ended  September 30,  1995.
     Average oil and natural gas prices increased to $19.23 per barrel
     and  $1.80  per Mcf,  respectively,  for  the nine  months  ended
     September  30, 1996  from $16.83  per barrel  and $1.35  per Mcf,
     respectively, for the nine months ended September 30, 1995.
 
     Depletion of net  profits and  royalty interests in  oil and  gas
     properties decreased $291,930 for the nine months ended September
     30, 1996 as compared to the nine months ended September 30, 1995.
     This decrease  was primarily due to upward  revisions of previous
     reserve  estimates  at  December  31,  1995  and  a  decrease  in
     capitalized costs  due to  an impairment provision  recognized in
     the  fourth quarter of 1995.  As  a percentage of net profits and
     royalty interests in oil and gas sales, this expense decreased to
     34.0%  for the nine months  ended September 30,  1996 from 102.6%
     for  the nine months ended  September 30, 1995.   This percentage
     decrease was  primarily due to  the upward reserve  revisions and
     impairment  provision discussed  above and  the increases  in the
     average prices of oil and natural gas sold during the nine months
     ended September 30,  1996 as  compared to the  nine months  ended
     September 30, 1995.

     General and administrative  expenses remained relatively constant
     for the nine months ended  September 30, 1996 as compared  to the
     nine months ended  September 30,  1995.  As  a percentage of  net
     profits  and  royalty  interests  in oil  and  gas  sales,  these
     expenses decreased to 11.8% for  the nine months ended  September
     30, 1996 from 15.8% for the nine months ended September 30, 1995.
     This percentage  decrease was primarily  due to the  increases in
     the average prices  of oil and natural  gas sold during  the nine
     months  ended September 30, 1996  as compared to  the nine months
     ended September 30, 1995.

     Cumulative  cash distributions  to the  Limited  Partners through
     September 30, 1996 were $6,433,561 or 71.41% of Limited Partners'
     capital contributions.

     PARTNERSHIP P-3

     THREE  MONTHS ENDED SEPTEMBER 30,  1996 AS COMPARED  TO THE THREE
     MONTHS ENDED SEPTEMBER 30, 1995.

                                   Three Months Ended September 30,
                                   --------------------------------
                                        1996               1995
                                      --------           --------
           Net profits and royalty
             interests in oil and 
             gas sales                $413,580           $354,026
           Barrels produced              9,804             12,398
           Mcf produced                186,806            208,146
           Average price/Bbl          $  20.88           $  17.76
           Average price/Mcf          $   1.77           $   1.42

                                 -34-
<PAGE>
<PAGE>
     As  shown in  the  table above,  total  net profits  and  royalty
     interests in oil and gas sales increased $59,554 (16.82%) for the
     three  months ended September 30,  1996 as compared  to the three
     months  ended September 30, 1995.  Of this increase, $111,533 was
     related to the increases in the average prices of oil and natural
     gas sold, partially offset  by a $91,935 decrease related  to the
     decreases in the volumes of oil and natural gas sold.  Volumes of
     oil  and natural gas sold  decreased by 2,594  barrels and 21,340
     Mcf, respectively, for the three months  ended September 30, 1996
     as  compared to the  three months ended September  30, 1995.  The
     decrease in  the volumes of oil sold was primarily due to (i) the
     sale  of two  oil producing  wells during  1996, (ii)  the normal
     declines in production due to  diminished oil reserves on several
     wells  during  the  three  months  ended  September 30,  1996  as
     compared  to the three months ended September 30, 1995, and (iii)
     the  shutting-in of  another well  during the three  months ended
     September 30, 1996  due to mechanical difficulties.   Average oil
     and natural gas prices  increased to $20.88 per barrel  and $1.77
     per  Mcf, respectively, for the three  months ended September 30,
     1996 from $17.76 per barrel and $1.42 per Mcf, respectively,  for
     the three months ended September 30, 1995.

     Depletion of net  profits and  royalty interests in  oil and  gas
     properties  decreased  $203,310   for  the  three  months   ended
     September  30,  1996  as  compared  to  the  three  months  ended
     September  30, 1995.  This  decrease was primarily  due to upward
     revisions of previous reserve estimates at  December 31, 1995 and
     a decrease  in capitalized costs  due to an  impairment provision
     recognized in the fourth quarter of 1995.  As a percentage of net
     profits  and royalty interests in oil and gas sales, this expense
     decreased  to 33.2% for the three months ended September 30, 1996
     from 96.2% for the three  months ended September 30, 1995.   This
     percentage  decrease  was primarily  due  to  the upward  reserve
     revisions  and  impairment  provision  discussed  above  and  the
     increases  in  the average  prices of  oil  and natural  gas sold
     during the three months  ended September 30, 1996 as  compared to
     the three months ended September 30, 1995.

     General  and  administrative  expenses increased  $2,015  for the
     three  months ended September 30,  1996 as compared  to the three
     months ended September 30, 1995.  This increase was primarily due
     to  an increase  in  both legal  fees  and printing  and  postage
     expenses during  the three  months ended  September  30, 1996  as
     compared  to the  three months ended  September 30,  1995.   As a
     percentage  of net profits and  royalty interests in  oil and gas
     sales, these  expenses remained relatively constant  at 11.9% for
     the  three months ended September  30, 1996 as  compared to 13.3%
     for the three months ended September 30, 1995.

                                 -35-
<PAGE>
<PAGE>
     NINE  MONTHS ENDED  SEPTEMBER 30,  1996 AS  COMPARED TO  THE NINE
     MONTHS ENDED SEPTEMBER 30, 1995.

                                    Nine Months Ended September 30,
                                    -------------------------------
                                         1996              1995
                                      ----------         --------
           Net profits and royalty
             interests in oil and 
             gas sales                $1,303,710         $952,458
           Barrels produced               34,689           39,083
           Mcf produced                  591,800          579,657
           Average price/Bbl          $    19.23         $  16.83
           Average price/Mcf          $     1.79         $   1.35

     As  shown in  the  table above,  total  net profits  and  royalty
     interests in  oil and gas  sales increased $351,252  (36.88%) for
     the nine months ended September 30, 1996 as compared to the  nine
     months  ended September 30, 1995.  Of this increase, $348,848 was
     related to the increases in the average prices of oil and natural
     gas sold, partially offset  by a $84,497 decrease related  to the
     decrease in  the  volumes of  oil  sold.   Volumes  of  oil  sold
     decreased by  4,394 barrels,  while volumes  of natural  gas sold
     increased by 12,143 Mcf  for the nine months ended  September 30,
     1996 as compared  to the  nine months ended  September 30,  1995.
     Average oil and natural gas prices increased to $19.23 per barrel
     and  $1.79  per Mcf,  respectively,  for  the nine  months  ended
     September  30, 1996  from $16.83  per barrel  and $1.35  per Mcf,
     respectively,  for the nine months ended September 30, 1995.  

     Depletion of net  profits and  royalty interests in  oil and  gas
     properties decreased $331,121 for the nine months ended September
     30, 1996 as compared to the nine months ended September 30, 1995.
     This decrease  was primarily due to upward  revisions of previous
     reserve  estimates  at  December  31,  1995  and  a  decrease  in
     capitalized costs  due to  an impairment provision  recognized in
     the  fourth quarter of 1995.  As  a percentage of net profits and
     royalty interests in oil and gas sales, this expense decreased to
     34.3%  for the nine months  ended September 30,  1996 from 103.0%
     for  the nine months ended  September 30, 1995.   This percentage
     decrease was  primarily due to  the upward reserve  revisions and
     impairment  provision discussed  above and  the increases  in the
     average prices of oil and natural gas sold during the nine months
     ended September 30,  1996 as  compared to the  nine months  ended
     September 30, 1995.
 
     General and administrative  expenses remained relatively constant
     for the nine  months ended September 30, 1996 as  compared to the
     nine months ended  September 30, 1995.   As  a percentage of  net
     profits  and  royalty  interests  in oil  and  gas  sales,  these
     expenses decreased to 11.9% for  the nine months ended  September
     30, 1996 from 16.2% for the nine months ended September 30, 1995.
     This percentage  decrease was primarily  due to the  increases in
     the average  prices of oil and  natural gas sold during  the nine
     months  ended September 30, 1996  as compared to  the nine months
     ended September 30, 1995.

     Cumulative  cash distributions  to the  Limited Partners  through
     September  30,  1996  were   $11,492,401  or  67.75%  of  Limited
     Partners' capital contributions.

                                 -36-
<PAGE>
<PAGE>
     PARTNERSHIP P-4            

     THREE  MONTHS ENDED SEPTEMBER 30,  1996 AS COMPARED  TO THE THREE
     MONTHS ENDED SEPTEMBER 30, 1995.

                                   Three Months Ended September 30,
                                   --------------------------------
                                        1996               1995
                                      --------           --------
           Net profits and royalty
             interests in oil and 
             gas sales                $300,523           $312,566
           Barrels produced              5,134              8,142
           Mcf produced                155,666            207,886
           Average price/Bbl          $  21.57           $  17.71
           Average price/Mcf          $   1.90           $   1.38

     As  shown in  the  table above,  total  net profits  and  royalty
     interests in oil and  gas sales decreased 12,043 (3.85%)  for the
     three  months ended September 30,  1996 as compared  to the three
     months  ended September 30, 1995.  Of this decrease, $164,101 was
     related to the  decreases in the  volumes of oil and  natural gas
     sold,  partially offset by an increase of $139,529 related to the
     increases  in the  average prices  of oil  and natural  gas sold.
     Volumes  of oil and natural  gas sold decreased  by 3,008 barrels
     and  52,220  Mcf,  respectively,   for  the  three  months  ended
     September  30,  1996  as  compared  to  the  three  months  ended
     September 30, 1995.  The decrease  in the volumes of oil sold was
     primarily due  to (i) the sale  of one oil  producing well during
     1996, (ii) the  shutting-in of  another well during  1996 due  to
     mechanical  difficulties,  and  (iii)  the   normal  declines  in
     production due to diminished oil reserves on several wells during
     the  three months  ended September  30, 1996  as compared  to the
     three  months  ended September  30, 1995.    The decrease  in the
     volumes  of  natural gas  sold was  primarily  due to  (i) normal
     declines in production due to diminished  natural gas reserves on
     several wells during the three months ended September 30, 1996 as
     compared to the three  months ended September 30, 1995,  (ii) the
     sale of several wells during 1996, and (iii) increased production
     on two wells during the three months ended September 30, 1995 due
     to  repairs  performed  in  order  to  improve  the  recovery  of
     reserves.  Average oil and natural gas prices increased to $21.57
     per  barrel and $1.90 per Mcf, respectively, for the three months
     ended September 30,  1996 from  $17.71 per barrel  and $1.38  per
     Mcf, respectively, for the three months ended September 30, 1995.

     Depletion of net  profits and  royalty interests in  oil and  gas
     properties  decreased   $248,917  for  the  three   months  ended
     September  30,  1996  as  compared  to  the  three  months  ended
     September  30,  1995.   This decrease  was  primarily due  to (i)
     upward revisions  of previous  reserve estimates at  December 31,
     1995, (ii) a decrease  in capitalized costs due to  an impairment
     provision recognized in the  fourth quarter of 1995, and  (iii) a
     decrease in the  equivalent units of  production sold during  the
     three  months ended September 30,  1996 as compared  to the three
     months  ended September 30, 1995.  As a percentage of net profits
     and  royalty  interests  in  oil  and  gas  sales,  this  expense
     decreased  to 49.0% for the three months ended September 30, 1996
     from 126.8% for the three months ended  September 30, 1995.  This
     percentage  decrease  was primarily  due  to  the upward  reserve

                                 -37-
<PAGE>
<PAGE>
     revisions  and  impairment  provision  discussed  above  and  the
     increases  in  the average  prices of  oil  and natural  gas sold
     during the three months  ended September 30, 1996 as  compared to
     the three months ended September 30, 1995.

     General and  administrative  expenses increased  $3,131  for  the
     three  months ended September 30,  1996 as compared  to the three
     months ended September 30, 1995.  This increase was primarily due
     to  an increase  in both  legal and  other professional  fees and
     printing  and  postage expenses  during  the  three months  ended
     September  30,  1996  as  compared  to  the  three  months  ended
     September 30,  1995.  As a percentage  of net profits and royalty
     interests  in   oil  and  gas  sales,   these  expenses  remained
     relatively constant at 12.9% for the three months ended September
     30,  1996 as  compared  to  11.4%  for  the  three  months  ended
     September 30, 1995.

     NINE  MONTHS ENDED  SEPTEMBER 30,  1996 AS  COMPARED TO  THE NINE
     MONTHS ENDED SEPTEMBER 30, 1995.

                                    Nine Months Ended September 30,
                                    -------------------------------
                                         1996              1995
                                      ----------         --------
           Net profits and royalty
             interests in oil and 
             gas sales                $1,015,009         $924,448
           Barrels produced               17,603           21,995
           Mcf produced                  520,176          645,151
           Average price/Bbl          $    20.21         $  17.65
           Average price/Mcf          $     1.91         $   1.46

     As  shown in  the  table above,  total  net profits  and  royalty
     interests in oil and  gas sales increased $90,561 (9.8%)  for the
     nine  months ended  September 30,  1996 as  compared to  the nine
     months  ended September 30, 1995.  Of this increase, $346,625 was
     related to the increases in the average prices of oil and natural
     gas sold, partially offset  by a decrease of $327,464  related to
     the  decreases  in  the volumes  of  oil  and  natural gas  sold.
     Volumes  of oil and natural  gas sold decreased  by 4,392 barrels
     and  124,975  Mcf,  respectively,   for  the  nine  months  ended
     September 30, 1996 as compared to the nine months ended September
     30, 1995.  The decrease in the volumes of oil  sold was primarily
     due to  (i) the sale  of one oil  producing well during  1996 and
     (ii)  the normal  declines in  production due  to diminished  oil
     reserves on several wells during the  nine months ended September
     30, 1996 as compared to the nine months ended September 30, 1995.
     The decrease in the volumes of natural gas sold was primarily due
     to (i) the  sale of several gas  producing wells during the  nine
     months  ended September  30, 1996,  (ii) the  normal declines  in
     production  due to  diminished  natural gas  reserves on  several
     wells during the nine months ended September 30, 1996 as compared
     to the nine months  ended September 30, 1995, and  (iii) positive
     prior period volume adjustments made  by the purchaser during the
     nine months ended September  30, 1995 on several wells.   Average
     oil and natural  gas prices  increased to $20.21  per barrel  and
     $1.91  per Mcf, respectively, for the nine months ended September
     30,  1996 from $17.65 per barrel and $1.46 per Mcf, respectively,
     for the nine months ended September 30, 1995.

                                 -38-
<PAGE>
<PAGE>
     Depletion of net  profits and  royalty interests in  oil and  gas
     properties decreased $704,978 for the nine months ended September
     30, 1996 as compared to the nine months ended September 30, 1995.
     This  decrease  was primarily  due  to  (i) upward  revisions  of
     previous reserve estimates at December 31, 1995,  (ii) a decrease
     in capitalized costs due to an impairment provision recognized in
     the  fourth  quarter  of  1995,  and  (iii)  a  decrease  in  the
     equivalent units of production sold  during the nine months ended
     September 30, 1996 as compared to the nine months ended September
     30, 1995.  As a  percentage of net profits and royalty  interests
     in oil and  gas sales, this  expense decreased to  48.7% for  the
     nine months ended  September 30,  1996 from 129.7%  for the  nine
     months ended  September 30, 1995.   This percentage  decrease was
     primarily  due to  the  upward reserve  revisions and  impairment
     provision discussed above and the increases in the average prices
     of  oil and  natural  gas  sold  during  the  nine  months  ended
     September 30, 1996 as compared to the nine months ended September
     30, 1995.

     General and administrative expenses increased $3,101 for the nine
     months  ended September 30, 1996  as compared to  the nine months
     ended September 30, 1995.  This increase was primarily due  to an
     increase in both legal and  other professional fees and  printing
     and postage  expenses during the nine months  ended September 30,
     1996 as compared to the nine months ended September 30, 1995.  As
     a percentage of net profits and royalty  interests in oil and gas
     sales, these  expenses remained relatively constant  at 11.6% for
     the nine months ended September 30, 1996 as compared to 12.3% for
     the nine months ended September 30, 1995.

     Cumulative  cash  distributions to  the Limited  Partners through
     September 30, 1996 were $9,540,945 or 75.54% of Limited Partners'
     capital contributions.

     PARTNERSHIP P-5            

     THREE  MONTHS ENDED SEPTEMBER 30,  1996 AS COMPARED  TO THE THREE
     MONTHS ENDED SEPTEMBER 30, 1995.

                                   Three Months Ended September 30,
                                   --------------------------------
                                        1996               1995
                                      --------           --------
           Net profits and royalty
             interests in oil and 
             gas sales                $229,184           $272,415
           Barrels produced                293              2,036
           Mcf produced                152,056            222,283
           Average price/Bbl          $  24.71           $  13.72
           Average price/Mcf          $   1.90           $   1.32

     As  shown in  the  table above,  total  net profits  and  royalty
     interests  in oil and gas sales decreased $43,231 (15.9%) for the
     three  months ended September 30,  1996 as compared  to the three
     months  ended September 30, 1995.  Of this decrease, $176,501 was
     related  to the decreases in  the volumes of  oil and natural gas
     sold,  partially offset  by a  $151,300 increase  related  to the
     increases  in the  average prices  of oil  and natural  gas sold.
     Volumes  of oil and natural  gas sold decreased  by 1,743 barrels
     and  70,227  Mcf,  respectively,   for  the  three  months  ended

                                 -39-
<PAGE>
<PAGE>
     September  30,  1996  as  compared  to  the  three  months  ended
     September  30, 1995.   The  decrease in the  volumes of  oil sold
     resulted  primarily from the normal declines in production on two
     wells  due to  diminished oil  reserves during  the  three months
     ended  September 30, 1996 as  compared to the  three months ended
     September  30, 1995.  The decrease  in the volumes of natural gas
     sold  resulted   primarily  from  (i)  the   normal  declines  in
     production  due to  diminished  natural gas  reserves on  several
     wells  during  the  three  months ended  September  30,  1996  as
     compared  to the three months  ended September 30,  1995 and (ii)
     positive prior  period volume adjustments made  by the purchasers
     on  three wells during the three months ended September 30, 1995.
     Average oil and natural gas prices increased to $24.71 per barrel
     and  $1.90 per  Mcf,  respectively, for  the  three months  ended
     September  30, 1996  from $13.72  per barrel  and $1.32  per Mcf,
     respectively, for the three months ended September 30, 1995.

     Depletion of net  profits and  royalty interests in  oil and  gas
     properties  decreased  $292,198  for   the  three  months   ended
     September  30,  1996  as  compared  to  the  three  months  ended
     September 30,  1995.  This  decrease was  primarily due to  (i) a
     decrease  in capitalized  costs  due to  an impairment  provision
     recognized in the  fourth quarter of 1995,  (ii) upward revisions
     of previous reserve estimates at December 31, 1995, and (iii) the
     decrease in the  equivalent units of  production sold during  the
     three  months ended September 30,  1996 as compared  to the three
     months ended September 30, 1995.  As  a percentage of net profits
     and  royalty  interests  in  oil  and  gas  sales,  this  expense
     decreased  to 48.3% for the three months ended September 30, 1996
     from 147.9%  for the three months ended September 30, 1995.  This
     percentage decrease was primarily due to the impairment provision
     and reserve  revisions discussed above  and the increases  in the
     average  prices  of oil  and natural  gas  sold during  the three
     months ended September 30,  1996 as compared to the  three months
     ended September 30, 1995.

     General  and administrative expenses remained relatively constant
     for the three months ended September 30,  1996 as compared to the
     three months  ended September 30,  1995.  As a  percentage of net
     profits  and  royalty interests  in  oil  and  gas  sales,  these
     expenses increased to 14.7% for  the three months ended September
     30,  1996 from  12.3% for  the three  months ended  September 30,
     1995.    This  percentage  increase  was  primarily  due  to  the
     decreases in the volumes of  oil and natural gas sold during  the
     three  months ended September 30,  1996 as compared  to the three
     months ended September 30, 1995.

     NINE  MONTHS ENDED  SEPTEMBER 30,  1996 AS  COMPARED TO  THE NINE
     MONTHS ENDED SEPTEMBER 30, 1995.

                                    Nine Months Ended September 30,
                                    -------------------------------
                                       1996                1995
                                      --------           --------
           Net profits and royalty
             interests in oil and 
             gas sales                $775,627           $737,367
           Barrels produced              6,380              8,371
           Mcf produced                486,994            622,609
           Average price/Bbl          $  18.85           $  16.93
           Average price/Mcf          $   1.82           $   1.31

                                 -40-
<PAGE>
<PAGE>
      As  shown  in the  table above,  total  net profits  and royalty
      interests  in oil and gas sales increased $38,260 (5.2%) for the
      nine months ended  September 30,  1996 as compared  to the  nine
      months ended September 30, 1995.  Of this increase, $333,603 was
      related  to the  increases  in the  average  prices of  oil  and
      natural  gas  sold,  partially  offset by  a  $284,349  decrease
      related to the  decreases in the volumes of  oil and natural gas
      sold.   Volumes of oil and  natural gas sold  decreased by 1,991
      barrels and 135,615 Mcf, respectively, for the nine months ended
      September  30,  1996  as  compared  to  the  nine  months  ended
      September  30, 1995.   The decrease in  the volumes  of oil sold
      resulted  primarily from  normal declines  in production  due to
      diminished oil reserves  on several wells during the nine months
      ended  September 30, 1996 as  compared to the  nine months ended
      September 30, 1995.  The decrease  in the volumes of natural gas
      sold  resulted primarily  from  (i)  significant positive  prior
      period  volume adjustments  made by  the purchaser on  two wells
      during the nine  months ended  September 30, 1995  and (ii)  the
      normal  declines in  production  due to  diminished natural  gas
      reserves on two wells during the nine months ended September 30,
      1996  as compared to the  nine months ended  September 30, 1995.
      Average  oil  and natural  gas  prices increased  to  $18.85 per
      barrel  and $1.82  per Mcf,  respectively, for  the nine  months
      ended  September 30, 1996 from  $16.93 per barrel  and $1.31 per
      Mcf, respectively, for the nine months ended September 30, 1995.

      Depletion  of net profits and  royalty interests in  oil and gas
      properties  decreased   $778,265  for  the  nine   months  ended
      September  30,  1996  as  compared  to  the  nine  months  ended
      September 30,  1995.  This decrease  was primarily due  to (i) a
      decrease  in capitalized  costs due  to an  impairment provision
      recognized in the fourth quarter  of 1995, (ii) upward revisions
      of  previous reserve estimates  at December 31,  1995, and (iii)
      the decrease  in the equivalent units of  production sold during
      the nine months ended September 30, 1996 as compared to the nine
      months ended September 30, 1995.  As a percentage of net profits
      and royalty interests in oil and natural gas sales, this expense
      decreased  to 48.7% for the nine months ended September 30, 1996
      from 156.8% for the nine months ended September 30,  1995.  This
      percentage  decrease  was  primarily   due  to  the   impairment
      provision   and  reserve  revisions   discussed  above  and  the
      increases  in the  average prices  of oil  and natural  gas sold
      during the nine months  ended September 30, 1996 as  compared to
      the nine months ended September 30, 1995.

      General and administrative expenses remained relatively constant
      for the nine  months ended September 30, 1996 as compared to the
      nine months  ended September 30, 1995.   As a percentage  of net
      profits and  royalty  interests  in oil  and  gas  sales,  these
      expenses  remained relatively  constant  at 13.9%  for the  nine
      months ended September  30, 1996  as compared to  14.6% for  the
      nine months ended September 30, 1995.

      Cumulative cash  distributions to  the Limited Partners  through
      September  30,  1996  were   $5,115,759  or  43.19%  of  Limited
      Partners' capital contributions.

                                 -41-
<PAGE>
<PAGE>
      PARTNERSHIP P-6            

      THREE MONTHS ENDED SEPTEMBER  30, 1996 AS COMPARED TO  THE THREE
      MONTHS ENDED SEPTEMBER 30, 1995.
                                   Three Months Ended September 30,
                                   --------------------------------
                                        1996               1995
                                      --------           --------
           Net profits and royalty
             interests in oil and 
             gas sales                $663,156           $312,751
           Barrels produced              5,705              4,624
           Mcf produced                348,846            391,377
           Average price/Bbl          $  21.11           $  15.42
           Average price/Mcf          $   2.06           $   1.12

     As  shown in  the  table above,  total  net profits  and  royalty
     interests in  oil and gas  sales increased $350,405  (112.0%) for
     the  three months  ended September  30, 1996  as compared  to the
     three  months  ended  September  30,  1995.    Of this  increase,
     $367,894  was related  to the  increase in  the average  price of
     natural gas sold,  partially offset by a $87,614 decrease related
     to the decrease  in the volumes of natural gas  sold.  Volumes of
     oil sold increased by 1,081 barrels, while volumes of natural gas
     sold decreased 42,531  Mcf for the  three months ended  September
     30,  1996 as  compared to  the three  months ended  September 30,
     1995.  The increase in the volumes of oil sold resulted primarily
     from increased production due to a  recompletion performed on one
     well and workovers performed on two wells during 1995 in order to
     improve  the recovery of reserves.   Average oil  and natural gas
     prices  increased  to  $21.11  per  barrel  and  $2.06  per  Mcf,
     respectively, for the three months  ended September 30, 1996 from
     $15.42  per barrel and $1.12 per Mcf, respectively, for the three
     months ended September 30, 1995.

     Depletion of net  profits and  royalty interests in  oil and  gas
     properties  decreased   $155,499  for  the  three   months  ended
     September  30,  1996  as  compared  to  the  three  months  ended
     September 30,  1995.  This  decrease was primarily  due to  (i) a
     decrease  in capitalized  costs  due to  an impairment  provision
     recognized  in  the  fourth  quarter  of  1995  and  (ii)  upward
     revisions of previous reserve estimates at December 31, 1995.  As
     a percentage of net profits and  royalty interests in oil and gas
     sales, this expense decreased to 39.9% for the three months ended
     September  30,  1996  from  134.2% for  the  three  months  ended
     September 30, 1995.   This percentage decrease was  primarily due
     to the impairment provision and reserve revisions discussed above
     and the  increases in the average  prices of oil and  natural gas
     sold during the three months ended September 30, 1996 as compared
     to the three months ended September 30, 1995.

     General  and administrative expenses remained relatively constant
     for the three months  ended September 30, 1996 as compared to the
     three months  ended September 30, 1995.   As a percentage  of net
     profits  and  royalty  interests  in  oil and  gas  sales,  these
     expenses  decreased to 6.1% for the  three months ended September
     30,  1996 from  13.1% for  the three  months ended  September 30,
     1995.    This  percentage  decrease  was  primarily  due  to  the
     increases  in  the average  prices of  oil  and natural  gas sold
     during the three months  ended September 30, 1996 as  compared to
     the three months ended September 30, 1995.

                                 -42-
<PAGE>
<PAGE>
     NINE  MONTHS ENDED  SEPTEMBER 30,  1996 AS  COMPARED TO  THE NINE
     MONTHS ENDED SEPTEMBER 30, 1995.

                                    Nine Months Ended September 30,
                                    -------------------------------
                                         1996              1995
                                      ----------        ----------
           Net profits and royalty
             interests in oil and 
             gas sales                $1,511,302        $  972,654
           Barrels produced               17,210            12,838
           Mcf produced                  888,615         1,089,399
           Average price/Bbl          $    19.77        $    16.64
           Average price/Mcf          $     1.92        $     1.25

     As  shown in  the  table above,  total  net profits  and  royalty
     interests in  oil and gas  sales increased $538,648  (55.38%) for
     the nine months ended September 30, 1996 as compared to the  nine
     months ended September 30,  1995. Of this increase,  $729,897 was
     related to the increase  in the average price of natural gas sold
     and a $86,434 increase was related to the increase in the volumes
     of oil sold, partially  offset by a $385,505 decrease  related to
     the decrease in the volumes of  natural gas sold.  Volumes of oil
     sold  increased by 4,372  barrels, while  volumes of  natural gas
     sold decreased by 200,784 Mcf for the nine months ended September
     30, 1996 as compared to the nine months ended September 30, 1995.
     The increase in the  volumes of oil sold resulted  primarily from
     increased production due to a recompletion  performed on one well
     and  workovers performed  on two  wells during  1995 in  order to
     improve the recovery of reserves.  The decrease in the volumes of
     natural  gas sold resulted primarily  from (i) the normal decline
     in production due  to diminished natural gas  reserves on several
     wells during the nine months ended September 30, 1996 as compared
     to  the nine months ended September 30, 1995, (ii) positive prior
     period adjustments made by the purchasers on several wells during
     the nine months ended September 30, 1995, and (iii) the shutting-
     in  of  one well  due to  an  unsuccessful recompletion  that was
     performed  during  the  nine  months ended  September  30,  1996.
     Average oil and natural gas prices increased to $19.77 per barrel
     and $1.92  per  Mcf,  respectively, for  the  nine  months  ended
     September  30, 1996  from $16.64  per barrel  and $1.25  per Mcf,
     respectively, for the nine months ended September 30, 1995.

     Depletion of net  profits and  royalty interests in  oil and  gas
     properties decreased $483,978 for the nine months ended September
     30, 1996 as compared to the nine months ended September 30, 1995.
     This  decrease was primarily due to (i) a decrease in capitalized
     costs due  to an  impairment provision recognized  in the  fourth
     quarter of  1995 and  (ii) upward  revisions of previous  reserve
     estimates  at December 31, 1995.   As a percentage of net profits
     and  royalty  interests  in  oil  and  gas  sales,  this  expense
     decreased to 45.3% for  the nine months ended September  30, 1996
     from  120.1% for the nine months ended  September 30, 1995.  This
     percentage decrease was primarily due to the impairment provision
     and reserve revisions  discussed above and  the increases in  the
     average prices of oil and natural gas sold during the nine months
     ended September 30,  1996 as  compared to the  nine months  ended
     September 30, 1995.

     General and administrative expenses decreased $5,669 for the nine
     months  ended September 30, 1996  as compared to  the nine months

                                 -43-
<PAGE>
<PAGE>
     ended September  30, 1995.  This decrease  was primarily due to a
     decrease in professional fees, printing and postage expenses, and
     filing  fees during the nine  months ended September  30, 1996 as
     compared  to the  nine months  ended September  30, 1995.   As  a
     percentage  of net profits and  royalty interests in  oil and gas
     sales, these expenses decreased to 8.6% for the nine months ended
     September 30, 1996 from 13.9% for the nine months ended September
     30,  1995.   This percentage  decrease was  primarily due  to the
     increases  in  the average  prices of  oil  and natural  gas sold
     during  the nine months ended  September 30, 1996  as compared to
     the nine months ended September 30, 1995.

     Cumulative cash  distributions  to the  Limited Partners  through
     September 30, 1996 were $6,207,248 or 43.39% of Limited Partners'
     capital contributions.

                                 -44-
<PAGE>
<PAGE>
                      PART II:  OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K:

     (a)  Exhibits:

          27.1 Financial  Data  Schedule containing  summary financial
               information  extracted  from   the  P-1   Partnership's
               financial statements  as of September 30,  1996 and for
               the  nine  months  ended  September   30,  1996,  filed
               herewith.

          27.2 Financial  Data  Schedule containing  summary financial
               information  extracted  from   the  P-2   Partnership's
               financial statements  as of September 30,  1996 and for
               the   nine  months  ended  September  30,  1996,  filed
               herewith.

          27.3 Financial  Data  Schedule containing  summary financial
               information  extracted  from   the  P-3   Partnership's
               financial statements  as of September 30,  1996 and for
               the  nine  months  ended   September  30,  1996,  filed
               herewith.

          27.4 Financial  Data  Schedule containing  summary financial
               information  extracted  from   the  P-4   Partnership's
               financial statements  as of September 30,  1996 and for
               the  nine  months  ended  September  30,  1996,   filed
               herewith.

          27.5 Financial  Data  Schedule containing  summary financial
               information  extracted  from   the  P-5   Partnership's
               financial statements  as of September 30,  1996 and for
               the  nine  months  ended   September  30,  1996,  filed
               herewith.

          27.6 Financial  Data  Schedule containing  summary financial
               information  extracted  from   the  P-6   Partnership's
               financial statements  as of September 30,  1996 and for
               the  nine  months  ended  September  30,   1996,  filed
               herewith.

               All other exhibits are omitted as inapplicable.

     (b)  Reports on Form 8-K:

          Current  Reports on Form  8-K filed during  third quarter of
          1996:

          Date of event:           July 1, 1996
          Date filed with SEC:     July 8, 1996
          Item Included:
               Item 5 - Other Events

          Date of event:           July 17, 1996
          Date filed with SEC:     July 31, 1996
          Item Included:
               Item 5 - Other Events

                                 -45-
<PAGE>
<PAGE>
                              SIGNATURES


Pursuant to the requirements  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 authorized.


                         GEODYNE INSTITUTIONAL/PENSION ENERGY
                         INCOME P-1 LIMITED PARTNERSHIP
                         GEODYNE INSTITUTIONAL/PENSION ENERGY
                         INCOME P-2 LIMITED PARTNERSHIP
                         GEODYNE INSTITUTIONAL/PENSION ENERGY
                         INCOME LIMITED PARTNERSHIP P-3
                         GEODYNE INSTITUTIONAL/PENSION ENERGY
                         INCOME LIMITED PARTNERSHIP P-4
                         GEODYNE INSTITUTIONAL/PENSION ENERGY
                         INCOME LIMITED PARTNERSHIP P-5
                         GEODYNE INSTITUTIONAL/PENSION ENERGY
                         INCOME LIMITED PARTNERSHIP P-6


                              (Registrant)

                              By:  GEODYNE RESOURCES, INC.            
     

                                   General Partner




Date:  November 12, 1996      By:    /s/Dennis R. Neill
                                 -------------------------------
                                    (Signature)
                                    Dennis R. Neill
                                    President



Date:  November 12, 1996      By:    /s/Patrick M. Hall
                                 -------------------------------
                                    (Signature)
                                    Patrick M. Hall
                                    Principal Accounting Officer

                                 -46-
<PAGE>
<PAGE>
                           INDEX TO EXHIBITS
                           -----------------

NUMBER    DESCRIPTION
------    -----------

27.1      Financial   Data   Schedule  containing   summary  financial
          information extracted from the Geodyne Institutional/Pension
          Energy Income P-1 Limited Partnership's financial statements
          as  of  September 30,  1996 and  for  the nine  months ended
          September 30, 1996, filed herewith.

27.2      Financial   Data   Schedule  containing   summary  financial
          information extracted from the Geodyne Institutional/Pension
          Energy Income P-2 Limited Partnership's financial statements
          as  of  September 30,  1996 and  for  the nine  months ended
          September 30, 1996, filed herewith.

27.3      Financial   Data   Schedule  containing   summary  financial
          information extracted from the Geodyne Institutional/Pension
          Energy Income Limited Partnership P-3's financial statements
          as  of  September 30,  1996 and  for  the nine  months ended
          September 30, 1996, filed herewith.

27.4      Financial   Data   Schedule  containing   summary  financial
          information extracted from the Geodyne Institutional/Pension
          Energy Income Limited Partnership P-4's financial statements
          as  of  September 30,  1996 and  for  the nine  months ended
          September 30, 1996, filed herewith.

27.5      Financial   Data   Schedule  containing   summary  financial
          information extracted from the Geodyne Institutional/Pension
          Energy Income Limited Partnership P-5's financial statements
          as  of  September 30,  1996 and  for  the nine  months ended
          September 30, 1996, filed herewith.

27.6      Financial   Data   Schedule  containing   summary  financial
          information extracted from the Geodyne Institutional/Pension
          Energy Income Limited Partnership P-6's financial statements
          as  of  September 30,  1996 and  for  the nine  months ended
          September 30, 1996, filed herewith.

          All other exhibits are omitted as inapplicable.
<PAGE>