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, 1997

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,
                                           1997          1996
                                       ------------- -----------

CURRENT ASSETS:
  Cash and cash equivalents              $  248,283   $  293,296
  Accounts receivable:
   General Partner (Note 2)                  21,749          -
   Net Profits                              213,895      257,458
                                         ----------   ----------
       Total current assets              $  483,927   $  550,754

NET PROFITS INTERESTS, net, utilizing
  the successful efforts method           1,510,618    2,680,005
                                         ----------   ----------
                                         $1,994,545   $3,230,759
                                         ==========   ==========

                      PARTNERS' CAPITAL (DEFICIT)

PARTNERS' CAPITAL (DEFICIT):
  General Partner                       ($   81,511) ($   62,666)
  Limited Partners, issued and
   outstanding, 108,074 units             2,076,056    3,293,425 
                                         ----------   ----------
       Total Partners' capital           $1,994,545   $3,230,759
                                         ----------   ----------
                                         $1,994,545   $3,230,759
                                         ==========   ==========

       The accompanying condensed 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, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Net Profits                             $270,199      $295,262
  Interest income                            3,401         2,634
  Gain on sale of Net Profits 
   Interests                                 3,860        63,616 
                                          --------      --------
                                          $277,460      $361,512

COSTS AND EXPENSES:
  Depletion of Net Profits
   Interests                              $ 64,241      $ 80,362
  General and administrative (Note 2)       30,421        31,355
                                          --------      --------
                                          $ 94,662      $111,717
                                          --------      --------

NET INCOME                                $182,798      $249,795 
                                          ========      ========  
GENERAL PARTNER - NET INCOME              $ 11,539      $ 15,572
                                          ========      ========
LIMITED PARTNERS - NET INCOME             $171,259      $234,223 
                                          ========      ========  
NET INCOME per unit                       $   1.58      $   2.17 
                                          ========      ========
UNITS OUTSTANDING                          108,074       108,074
                                          ========      ========      

       The accompanying condensed 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, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Net Profits                           $  867,304      $915,872
  Interest income                            8,457         6,376
  Gain on sale of Net Profits 
   Interests                               131,245        64,247 
                                        ----------      --------
                                        $1,007,006      $986,495

COSTS AND EXPENSES:
  Depletion of Net Profits
   Interests                            $  189,470      $262,231
  Impairment provision                     902,042           -
  General and administrative (Note 2)       99,843        98,707
                                        ----------      --------
                                        $1,191,355      $360,938
                                        ----------      --------

NET INCOME (LOSS)                      ($  184,349)     $625,557 
                                        ==========      ========  
GENERAL PARTNER - NET INCOME            $   34,020      $ 41,448
                                        ==========      ========
LIMITED PARTNERS - NET INCOME (LOSS)   ($  218,369)     $584,109 
                                        ==========      ========  
NET INCOME (LOSS) per unit             ($     2.02)     $   5.40 
                                        ==========      ========
UNITS OUTSTANDING                          108,074       108,074
                                        ==========      ========      

       The accompanying condensed 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, 1997 AND 1996
                              (Unaudited)

                                           1997           1996
                                       ------------    ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                    ($  184,349)     $625,557 
  Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
   Depletion of Net Profits
     Interests                             189,470       262,231 
   Impairment provision                    902,042           -
   Gain on sale of Net Profits
     Interests                         (   131,245)    (  64,247)
   Increase in accounts receivable -
     General Partner                   (    21,749)          -   
   (Increase) decrease in accounts 
     receivable - Net Profits               43,563     (  63,505)
                                        ----------      --------
  Net cash provided by operating
   activities                           $  797,732      $760,036

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                 ($   18,310)    ($  4,301)
  Proceeds from sale of Net Profits
   Interests                               227,430        89,653
                                        ----------      --------
  Net cash provided by investing 
   activities                           $  209,120      $ 85,352  
  

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                   ($1,051,865)    ($749,390)
                                        ----------      --------
  Net cash used by financing 
   activities                          ($1,051,865)    ($749,390)
                                        ----------      --------

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                     ($   45,013)     $ 95,998 

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                      293,296       241,524
                                        ----------      --------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                         $  248,283      $337,522
                                        ==========      ========      
                 
       The accompanying condensed 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,
                                           1997          1996
                                       ------------- -----------

CURRENT ASSETS:
  Cash and cash equivalents              $  175,303   $  222,506
  Accounts receivable:
   General Partner (Note 2)                  14,847        8,376
   Net Profits                              169,268      203,287
                                         ----------   ----------
       Total current assets              $  359,418   $  434,169

NET PROFITS INTERESTS, net, utilizing 
  the successful efforts method           1,223,822    2,201,380
                                         ----------   ----------
                                         $1,583,240   $2,635,549
                                         ==========   ==========

                      PARTNERS' CAPITAL (DEFICIT)

PARTNERS' CAPITAL (DEFICIT):
  General Partner                       ($   69,539) ($   57,428)
  Limited Partners, issued and
   outstanding, 90,094 units              1,652,779    2,692,977
                                         ----------   ----------
       Total Partners' capital           $1,583,240   $2,635,549
                                         ----------   ----------
                                         $1,583,240   $2,635,549
                                         ==========   ==========      

       The accompanying condensed 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, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Net Profits                             $207,968      $222,515
  Interest income                            2,702         2,047
  Gain on sale of Net Profits
   Interests                                 2,210        43,523 
                                          --------      --------
                                          $212,880      $268,085

COSTS AND EXPENSES:
  Depletion of Net Profits
   Interests                              $ 52,479      $ 73,134
  General and administrative (Note 2)       25,375        26,299
                                          --------      --------
                                          $ 77,854      $ 99,433
                                          --------      --------

NET INCOME                                $135,026      $168,652 
                                          ========      ========  
GENERAL PARTNER - NET INCOME              $  8,715      $ 11,255
                                          ========      ========
LIMITED PARTNERS - NET INCOME             $126,311      $157,397 
                                          ========      ========  
NET INCOME per unit                       $   1.40      $   1.75 
                                          ========      ========
UNITS OUTSTANDING                           90,094        90,094
                                          ========      ========      
     
       The accompanying condensed 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, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Net Profits                             $677,306      $700,557
  Interest income                            6,612         4,767
  Gain on sale of Net Profits
   Interests                                82,301        43,971 
                                          --------      --------
                                          $766,219      $749,295

COSTS AND EXPENSES:
  Depletion of Net Profits
   Interests                              $157,458      $237,897
  Impairment provision                     727,893           -
  General and administrative (Note 2)       83,094        82,523
                                          --------      --------
                                          $968,445      $320,420
                                          --------      --------

NET INCOME (LOSS)                        ($202,226)     $428,875 
                                          ========      ========  
GENERAL PARTNER - NET INCOME              $ 24,972      $ 30,721
                                          ========      ========
LIMITED PARTNERS - NET INCOME (LOSS)     ($227,198)     $398,154 
                                          ========      ========  
NET INCOME (LOSS) per unit               ($   2.52)     $   4.42 
                                          ========      ========
UNITS OUTSTANDING                           90,094        90,094
                                          ========      ========      

       The accompanying condensed 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, 1997 AND 1996
                              (Unaudited)

                                            1997          1996
                                         ----------    ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                      ($202,226)     $428,875 
  Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
   Depletion of Net Profits
     Interests                             157,458       237,897 
   Impairment provision                    727,893           -
   Gain on sale of Net Profits
     Interests                           (  82,301)    (  43,971)
   Increase in accounts receivable -
     General Partner                     (   6,471)          -
   (Increase) decrease in accounts 
     receivable - Net Profits               34,019     (  40,903)
                                          --------      --------
  Net cash provided by operating
   activities                             $628,372      $581,898

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                   ($ 26,895)    ($  1,041)
  Proceeds from sale of Net Profits
   Interests                               201,403        63,777
                                          --------      --------
  Net cash provided by investing
   activities                             $174,508      $ 62,736 

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                     ($850,083)    ($549,405)
                                          --------      --------
  Net cash used by financing 
   activities                            ($850,083)    ($549,405)
                                          --------      --------
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                       ($ 47,203)     $ 95,229 

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                      222,506       167,791
                                          --------      --------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                           $175,303      $263,020
                                          ========      ========      
                 
        The accompanying condensed notes are 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,
                                           1997          1996
                                       ------------- -----------

CURRENT ASSETS:
  Cash and cash equivalents              $  328,070   $  415,354
  Accounts receivable:
   General Partner (Note 2)                  27,390       16,473
   Net Profits                              316,686      379,725
                                         ----------   ----------
       Total current assets              $  672,146   $  811,552

NET PROFITS INTERESTS, net, utilizing
  the successful efforts method           2,262,348    4,156,531
                                         ----------   ----------
                                         $2,934,494   $4,968,083
                                         ==========   ==========

                      PARTNERS' CAPITAL (DEFICIT)

PARTNERS' CAPITAL (DEFICIT):
  General Partner                       ($  132,547) ($  107,085)
  Limited Partners, issued and
   outstanding, 169,637 units             3,067,041    5,075,168
                                         ----------   ----------
       Total Partners' capital           $2,934,494   $4,968,083
                                         ----------   ----------
                                         $2,934,494   $4,968,083
                                         ==========   ==========

       The accompanying condensed 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, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Net Profits                             $386,110      $413,580
  Interest income                            5,215         3,675
  Gain on sale of Net Profits
   Interests                                 5,307        77,377
                                          --------      --------
                                          $396,632      $494,632

COSTS AND EXPENSES:
  Depletion of Net Profits
   Interests                              $ 96,687      $137,143
  General and administrative (Note 2)       47,678        49,189
                                          --------      --------
                                          $144,365      $186,332
                                          --------      --------

NET INCOME                                $252,267      $308,300 
                                          ========      ========  
GENERAL PARTNER - NET INCOME              $ 16,220      $ 20,717
                                          ========      ========
LIMITED PARTNERS - NET INCOME             $236,047      $287,583 
                                          ========      ========  
NET INCOME per unit                       $   1.39      $   1.70 
                                          ========      ========
UNITS OUTSTANDING                          169,637       169,637
                                          ========      ========      

       The accompanying condensed 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, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Net Profits                           $1,262,543    $1,303,710
  Interest income                           12,676         8,328
  Gain on sale of Net Profits
   Interests                               147,793        78,210
                                        ----------    ----------
                                        $1,423,012    $1,390,248

COSTS AND EXPENSES:
  Depletion of Net Profits
   Interests                            $  291,256    $  446,629
  Impairment provision                   1,413,917           -
  General and administrative (Note 2)      156,317       154,803
                                        ----------    ----------
                                        $1,861,490    $  601,432
                                        ----------    ----------

NET INCOME (LOSS)                      ($  438,478)   $  788,816 
                                        ==========    ==========  
GENERAL PARTNER - NET INCOME            $   45,649    $   56,890
                                        ==========    ==========
LIMITED PARTNERS - NET INCOME (LOSS)   ($  484,127)   $  731,926 
                                        ==========    ==========  
NET INCOME (LOSS) per unit             ($     2.85)   $     4.31 
                                        ==========    ==========
UNITS OUTSTANDING                          169,637       169,637
                                        ==========    ==========      

       The accompanying condensed 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, 1997 AND 1996
                              (Unaudited)

                                           1997          1996
                                        -----------   -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                    ($  438,478)   $  788,816 
  Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
   Depletion of Net Profits
     Interests                             291,256       446,629
   Impairment provision                  1,413,917           -
   Gain on sale of Net Profits
     Interests                         (   147,793)  (    78,210)
   Increase in accounts receivable -
     General Partner                   (    10,917)          -
   (Increase) decrease in accounts 
     receivable - Net Profits               63,039   (    73,184)
                                        ----------    ----------
  Net cash provided by operating
   activities                           $1,171,024    $1,084,051

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                 ($   53,174)  ($    1,874)
  Proceeds from sale of Net Profits
   Interests                               389,977       116,015
                                        ----------    ----------
  Net cash provided by investing
   activities                           $  336,803    $  114,141 

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                   ($1,595,111)  ($  999,065)
                                        ----------    ----------
  Net cash used by financing 
   activities                          ($1,595,111)  ($  999,065)
                                        ----------    ----------

NET INCREASE (DECREASE) IN CASH AND 
  CASH EQUIVALENTS                     ($   87,284)   $  199,127 

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                      415,354       296,629
                                        ----------    ----------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                         $  328,070    $  495,756
                                        ==========    ==========      
                 
       The accompanying condensed 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,
                                           1997          1996
                                       ------------- -----------

CURRENT ASSETS:
  Cash and cash equivalents              $  250,343   $  345,876
  Accounts receivable:
   Net Profits                              287,553      369,940
                                         ----------   ----------
       Total current assets              $  537,896   $  715,816

NET PROFITS INTERESTS, net, utilizing
  the successful efforts method           1,257,913    2,567,661
                                         ----------   ----------
                                         $1,795,809   $3,283,477
                                         ==========   ==========

                      PARTNERS' CAPITAL (DEFICIT)

PARTNERS' CAPITAL (DEFICIT):
  General Partner                       ($   97,502) ($   81,373)
  Limited Partners, issued and
   outstanding, 126,306 units             1,893,311    3,364,850
                                         ----------   ----------
       Total Partners' capital           $1,795,809   $3,283,477
                                         ----------   ----------
                                         $1,795,809   $3,283,477
                                         ==========   ==========

       The accompanying condensed 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, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Net Profits                             $288,543      $300,523
  Interest and other income                  4,140         2,902
  Loss on sale of Net Profits
   Interests                             (     571)    (  59,474)
                                          --------      --------  
                                          $292,112      $243,951

COSTS AND EXPENSES:
  Depletion of Net Profits
   Interests                              $ 97,298      $147,309
  General and administrative (Note 2)       35,495        38,851
                                          --------      --------
                                          $132,793      $186,160
                                          --------      --------

NET INCOME                                $159,319      $ 57,791 
                                          ========      ========  
GENERAL PARTNER - NET INCOME              $ 11,650      $  8,637
                                          ========      ========
LIMITED PARTNERS - NET INCOME             $147,669      $ 49,154 
                                          ========      ========  
NET INCOME per unit                       $   1.17      $    .39 
                                          ========      ========
UNITS OUTSTANDING                          126,306       126,306
                                          ========      ========      

       The accompanying condensed 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, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Net Profits                           $1,013,278    $1,015,009
  Interest and other income                 10,780         7,831
  Loss on sale of Net Profits
   Interests                           (     6,065)  (    59,404)
                                        ----------    ----------  
                                        $1,017,993    $  963,436

COSTS AND EXPENSES:
  Depletion of Net Profits
   Interests                            $  326,113    $  494,377
  Impairment provision                     752,388           -
  General and administrative (Note 2)      114,164       117,526
                                        ----------    ----------
                                        $1,192,665    $  611,903
                                        ----------    ----------

NET INCOME (LOSS)                      ($  174,672)   $  351,533 
                                        ==========    ==========  
GENERAL PARTNER - NET INCOME            $   33,867    $   36,960
                                        ==========    ==========
LIMITED PARTNERS - NET INCOME (LOSS)   ($  208,539)   $  314,573 
                                        ==========    ==========  
NET INCOME (LOSS) per unit             ($     1.65)   $     2.49 
                                        ==========    ==========
UNITS OUTSTANDING                          126,306       126,306
                                        ==========    ==========      

       The accompanying condensed 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, 1997 AND 1996
                              (Unaudited)

                                           1997           1996
                                       ------------    ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                    ($  174,672)     $351,533 
  Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
   Depletion of Net Profits Interests      326,113       494,377
   Impairment provision                    752,388           -
   Loss on sale of Net Profits 
     Interests                               6,065        59,404 
   (Increase) decrease in accounts 
      receivable                            82,387     (   9,255)
                                        ----------      --------
  Net cash provided by operating
   activities                           $  992,281      $896,059

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                 ($   16,738)    ($  1,625)
  Proceeds from sale of Net Profits
   Interests                               241,920       124,424
                                        ----------      --------
  Net cash provided by investing
   activities                           $  225,182      $122,799 

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                   ($1,312,996)    ($909,900)
                                        ----------      --------
  Net cash used by financing 
   activities                          ($1,312,996)    ($909,900)
                                        ----------      --------

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                     ($   95,533)     $108,958 

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                      345,876       288,117
                                        ----------      --------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                         $  250,343      $397,075
                                        ==========      ========      
                 
       The accompanying condensed 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,
                                           1997          1996
                                       ------------  -----------

CURRENT ASSETS:
  Cash and cash equivalents             $  172,785    $  247,540
  Accounts receivable:
   General Partner (Note 2)                  7,716           -
   Net Profits                             131,553       209,058
                                        ----------    ----------
       Total current assets             $  312,054    $  456,598

NET PROFITS INTERESTS, net, utilizing 
  the successful efforts method          1,281,545     2,536,590
                                        ----------    ----------
                                        $1,593,599    $2,993,188
                                        ==========    ==========

                      PARTNERS' CAPITAL (DEFICIT)

PARTNERS' CAPITAL (DEFICIT):
  General Partner                      ($   74,298)  ($   60,088)
  Limited Partners, issued and
   outstanding, 118,449 units            1,667,897     3,053,276
                                        ----------    ----------
       Total Partners' capital          $1,593,599    $2,993,188
                                        ----------    ----------
                                        $1,593,599    $2,993,188
                                        ==========    ==========

       The accompanying condensed 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, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Net Profits                             $248,233      $229,184
  Interest and other income                  2,136         2,045
  Gain on sale of Net Profits
   Interests                                14,650        25,833
                                          --------      --------
                                          $265,019      $257,062

COSTS AND EXPENSES:
  Depletion of Net Profits
   Interests                              $ 72,173      $110,748
  General and administrative (Note 2)       33,294        33,737
                                          --------      --------
                                          $105,467      $144,485
                                          --------      --------

NET INCOME                                $159,552      $112,577 
                                          ========      ========  
GENERAL PARTNER - NET INCOME              $ 10,758      $  9,956
                                          ========      ========
LIMITED PARTNERS - NET INCOME             $148,794      $102,621 
                                          ========      ========  
NET INCOME per unit                       $   1.26      $    .87 
                                          ========      ========
UNITS OUTSTANDING                          118,449       118,449
                                          ========      ========      
    
       The accompanying condensed 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, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Net Profits                           $  750,913      $775,627
  Interest and other income                  6,894         5,059
  Gain on sale of Net Profits
   Interests                                68,845        25,833
                                        ----------      --------
                                        $  826,652      $806,519

COSTS AND EXPENSES:
  Depletion of Net Profits
   Interests                            $  224,115      $377,888
  Impairment provision                   1,018,067           -
  General and administrative (Note 2)      109,771       107,574
                                        ----------      --------
                                        $1,351,953      $485,462
                                        ----------      --------

NET INCOME (LOSS)                      ($  525,301)     $321,057 
                                        ==========      ========  
GENERAL PARTNER - NET INCOME            $   23,078      $ 30,915
                                        ==========      ========
LIMITED PARTNERS - NET INCOME (LOSS)   ($  548,379)     $290,142 
                                        ==========      ========  
NET INCOME (LOSS) per unit             ($     4.63)     $   2.45 
                                        ==========      ========
UNITS OUTSTANDING                          118,449       118,449
                                        ==========      ========      

       The accompanying condensed 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, 1997 AND 1996
                              (Unaudited)

                                           1997           1996
                                        -----------    ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                    ($  525,301)     $321,057 
  Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
   Depletion of Net Profits
     Interests                             224,115       377,888
   Impairment provision                  1,018,067           -
   Gain on sale of Net Profits
     Interests                         (    68,845)    (  25,833)
   Increase in accounts receivable -
     General Partner                   (     7,716)          -
   Decrease in accounts receivable -
     Net Profits                            77,505         3,802 
                                        ----------      --------
  Net cash provided by operating 
   activities                           $  717,825      $676,914

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of Net Profits
   Interests                            $   81,708      $ 30,291
                                        ----------      --------
  Net cash provided by investing
   activities                           $   81,708      $ 30,291 

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                   ($  874,288)    ($621,821)
                                        ----------      --------
  Net cash used by financing 
   activities                          ($  874,288)    ($621,821)
                                        ----------      --------
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                     ($   74,755)     $ 85,384

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                      247,540       167,076
                                        ----------      --------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                         $  172,785      $252,460 
                                        ==========      ========      
    
       The accompanying condensed 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,
                                           1997          1996
                                       ------------- -----------

CURRENT ASSETS:
  Cash and cash equivalents              $  354,097   $  319,699
  Accounts receivable:
   General Partner (Note 2)                   2,649          -
   Net Profits                              285,205      428,072
                                         ----------   ----------
       Total current assets              $  641,951   $  747,771

NET PROFITS INTERESTS, net, utilizing 
  the successful efforts method           2,587,147    3,966,906
                                         ----------   ----------
                                         $3,229,098   $4,714,677
                                         ==========   ==========

                      PARTNERS' CAPITAL (DEFICIT)

PARTNERS' CAPITAL (DEFICIT):
  General Partner                       ($   95,372) ($   59,021)
  Limited Partners, issued and
   outstanding, 143,041 units             3,324,470    4,773,698
                                         ----------   ----------
       Total Partners' capital           $3,229,098   $4,714,677
                                         ----------   ----------
                                         $3,229,098   $4,714,677
                                         ==========   ==========

       The accompanying condensed 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, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Net Profits                             $434,139      $663,156 
  Interest and other income                  3,744         3,603
  Gain on sale of Net Profits
   Interests                                 5,558        23,722
                                          --------      --------
                                          $443,441      $690,481

COSTS AND EXPENSES:
  Depletion of Net Profits
   Interests                              $155,616      $264,323
  General and administrative (Note 2)       40,201        40,740
                                          --------      --------
                                          $195,817      $305,063
                                          --------      --------

NET INCOME                                $247,624      $385,418 
                                          ========      ========  
GENERAL PARTNER - NET INCOME              $ 18,419      $ 29,664
                                          ========      ========
LIMITED PARTNERS - NET INCOME             $229,205      $355,754 
                                          ========      ========  
NET INCOME per unit                       $   1.60      $   2.49 
                                          ========      ========
UNITS OUTSTANDING                          143,041       143,041
                                          ========      ========      

       The accompanying condensed 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, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Net Profits                           $1,386,099    $1,511,302 
  Interest and other income                 12,195         8,345
  Gain on sale of Net Profits
   Interests                                31,516        23,722
                                        ----------    ----------
                                        $1,429,810    $1,543,369

COSTS AND EXPENSES:
  Depletion of Net Profits
   Interests                            $  482,134    $  684,396
  Impairment provision                     898,584           -
  General and administrative (Note 2)      132,891       129,872
                                        ----------    ----------
                                        $1,513,609    $  814,268
                                        ----------    ----------

NET INCOME (LOSS)                      ($   83,799)   $  729,101 
                                        ==========    ==========  
GENERAL PARTNER - NET INCOME            $   50,429    $   63,414
                                        ==========    ==========
LIMITED PARTNERS - NET INCOME (LOSS)   ($  134,228)   $  665,687 
                                        ==========    ==========  
NET INCOME (LOSS) per unit             ($      .94)   $     4.65 
                                        ==========    ==========
UNITS OUTSTANDING                          143,041       143,041
                                        ==========    ==========      

       The accompanying condensed 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, 1997 AND 1996
                              (Unaudited)

                                            1997         1996
                                        -----------   -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                    ($   83,799)   $  729,101 
  Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
   Depletion of Net Profits
     Interests                             482,134       684,396
   Impairment provision                    898,584           -
   Gain on sale of Net Profits
     Interests                         (    31,516)  (    23,722) 
   Increase in accounts receivable -
     General Partner                   (     2,649)          -
   (Increase) decrease in accounts 
     receivable - Net Profits              142,867   (    73,973)
                                        ----------    ----------
  Net cash provided by operating
   activities                           $1,405,621    $1,315,802

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                 ($    6,294)  ($   63,382)
  Proceeds from sale of Net Profits
   Interests                                36,851        24,414
                                        ----------    ----------
  Net cash provided (used) by 
   investing activities                 $   30,557   ($   38,968)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                   ($1,401,780)  ($  942,323)
                                        ----------    ----------
  Net cash used by financing 
   activities                          ($1,401,780)  ($  942,323)
                                        ----------    ----------

NET INCREASE IN CASH AND CASH
  EQUIVALENTS                           $   34,398    $  334,511

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                      319,699       254,180
                                        ----------    ----------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                         $  354,097    $  588,691
                                        ==========    ==========      

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

                                 -25-
<PAGE>
<PAGE>
   GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIPS 
         CONDENSED NOTES TO THE COMBINED FINANCIAL STATEMENTS
                          SEPTEMBER 30, 1997
                              (Unaudited)


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

               The  combined  balance  sheets  as of  September  30,  1997,
               combined  statements of  operations for  the three  and nine
               months  ended  September  30,  1997 and  1996  and  combined
               statements of cash flows for the nine months ended September
               30, 1997 and  1996 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,  1997,  the  combined
               results of  operations for the  three and nine  months ended
               September  30, 1997 and 1996 and the combined cash flows for
               the nine months ended September 30, 1997 and 1996.

               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,
               1996.    The results  of  operations  for  the period  ended
               September  30, 1997  are not  necessarily indicative  of the
               results to be expected for the full year.

               As used in these financial statements, the Partnerships' net
               profits  and royalty  interests  in oil  and  gas sales  are
               referred  to  as "Net  Profits"  and  the Partnerships'  net
               profits and royalty interests in oil  and gas properties are
               referred  to  as  "Net  Profits  Interests".    The  working
               interests from which the Partnerships' Net Profits Interests
               are carved are referred to as "Working Interests".

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


               NET PROFITS INTERESTS
               ---------------------

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

                                 -26-
<PAGE>
<PAGE>
               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,  plus an allocated  portion of
               the  General  Partner's  property  screening  costs.     The
               acquisition  cost  to the  NPI  Partnership  of Net  Profits
               Interests  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 oil and  gas properties are held by the  General
               Partner  prior   to  their  transfer  to  the  Partnerships.
               Impairment of Net Profits Interests is recognized based upon
               an individual property assessment.

               Depletion of the costs of Net Profits Interests is  computed
               on  the   unit-of-production  method.     The  Partnerships'
               calculation  of  depletion  of  its  net  Profits  Interests
               includes  estimated dismantlement and abandonment costs, net
               of estimated salvage value.

               Statement  of  Financial Accounting  Standards  ("SFAS") No.
               121, "Accounting for the Impairment of Long Lived Assets and
               Assets  Held  for  Disposal",  requires  successful  efforts
               companies,   like  the   Partnerships,   to   evaluate   the
               recoverability of the carrying costs of their proved oil and
               gas  properties at  the  lowest level  for  which there  are
               identifiable cash flows that  are largely independent of the
               cash flows of other groups of oil and gas properties.   With
               respect to  the Partnerships'  oil and gas  properties, this
               evaluation  was  performed for  each  field.   SFAS  No. 121
               provides  that  if  the  unamortized costs  of  Net  Profits
               Interests 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.  The Partnerships recorded a non-cash charge
               against  earnings  (impairment  provision) during  the  nine
               months  ended September 30, 1997 pursuant to SFAS No. 121 as
               follows:

                          Partnership               Amount
                          -----------            ------------
                              P-1                 $  902,042
                              P-2                    727,893
                              P-3                  1,413,917
                              P-4                    752,388
                              P-5                  1,018,067
                              P-6                    898,584

               The risk that  the Partnerships will  be required to  record
               such impairment provisions in  the future increases when oil
               and gas prices are depressed.

                                 -27-
<PAGE>
<PAGE>
          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, 1997 the  following payments were made  to the
               General Partner or its affiliates by the Partnerships:

                                       Direct General       Administrative
                  Partnership        and Administrative        Overhead
                  -----------        ------------------     --------------
                      P-1                  $1,980              $28,440
                      P-2                   1,666               23,709
                      P-3                   3,038               44,640
                      P-4                   2,255               33,240
                      P-5                   2,124               31,170
                      P-6                 ( 3,293)              37,641


               During  the  nine  months   ended  September  30,  1997  the
               following payments  were made to the General  Partner or its
               affiliates by the Partnerships:

                                       Direct General       Administrative
                  Partnership        and Administrative        Overhead
                  -----------        ------------------     --------------
                      P-1                 $14,523             $ 85,320
                      P-2                  11,967               71,127 
                      P-3                  22,397              133,920
                      P-4                  14,444               99,720
                      P-5                  16,261               93,510
                      P-6                  19,968              112,923

               Affiliates  of  the  Partnerships  operate  certain  of  the
               Partnerships'  properties and  their policy  is to  bill the
               Partnerships   for   all   customary   charges    and   cost
               reimbursements associated with their activities.

               The receivable from the General Partner at December 31, 1996
               for the P-2 and P-3 Partnerships represented proceeds due to
               the  Partnerships  for the  sale  of  Net Profits  Interests
               during the  three  months ended  December  31, 1996.    Such
               receivable  was collected  by the  P-2 and  P-3 Partnerships
               during early 1997.

               The  receivable from  the General  Partner at  September 30,
               1997  for the  P-1,  P-2,  P-3,  P-5  and  P-6  Partnerships
               represents proceeds due to such Partnerships for the sale of
               Net   Profits  Interests  during   the  three  months  ended
               September  30, 1997.  Subsequent to  September 30, 1997 such
               receivable  was collected by the P-1, P-2, P-3, P-5, and P-6
               Partnerships.

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


          USE OF FORWARD-LOOKING STATEMENTS AND ESTIMATES
          -----------------------------------------------

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

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

          GENERAL
          -------

               The Partnerships  are engaged  in the business  of acquiring
               Net Profits  Interests in  producing oil and  gas properties
               located  in the  continental United  States.  In  general, a
               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  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 Interests.  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
          -------------------------------

                                 -29-
<PAGE>
<PAGE>
               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  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.
               While  the General  Partner  cannot  predict future  pricing
               trends,  it believes  the  working capital  available as  of
               September 30, 1997 and the net revenue generated from future
               operations will provide sufficient  working capital to  meet
               current and future obligations of the Partnerships.

               The Partnerships' cash  flows for the third  quarter of 1997
               included proceeds from  the sale of  oil and gas  properties
               during the  three months ended  September 30,  1997.   These
               proceeds   will   be  reflected,   as  applicable,   in  the
               Partnerships' cash  distributions to be paid in mid-November
               1997.   It  is  possible that  the Partnerships'  repurchase
               values  and future  cash  distributions could  decline as  a
               result of the disposition of these properties.  On the other
               hand, the General Partner  believes there will be beneficial
               operating   efficiencies   related   to  the   Partnerships'
               remaining properties.   This is  primarily due  to the  fact
               that the  properties sold generally  bore a higher  ratio of
               operating   expenses  as  compared   to  reserves  than  the
               Partnerships' remaining properties.


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

               GENERAL DISCUSSION

               The  following   general  discussion  should   be  read   in
               conjunction  with  the  analysis of  results  of  operations
               provided below.   The most important  variable affecting the
               Partnerships' revenues  is the prices received  for the sale
               of oil and gas.  Predicting future prices is very difficult.

                                 -30-
<PAGE>
<PAGE>
               Substantially  all of  the  Partnerships' gas  reserves  are
               being  sold in the "spot market".  Prices on the spot market
               are  subject   to  wide   seasonal   and  regional   pricing
               fluctuations  due to  the highly  competitive nature  of the
               spot  market.   In  addition,  such  spot market  sales  are
               generally short-term  in nature  and are dependent  upon the
               obtaining  of transportation services provided by pipelines.
               Management is unable to  predict whether future oil and  gas
               prices will (i) stabilize, (ii) increase, or (iii) decrease.

               PARTNERSHIP P-1            

               THREE MONTHS  ENDED SEPTEMBER  30, 1997  AS COMPARED TO  THE
               THREE MONTHS ENDED SEPTEMBER 30, 1996.

                                           Three Months Ended September 30,
                                           --------------------------------
                                                  1997               1996
                                                --------           --------
                     Net Profits                $270,199           $295,262
                     Barrels produced              8,060              7,592
                     Mcf produced                 93,344            116,249
                     Average price/Bbl          $  17.65           $  20.93
                     Average price/Mcf          $   1.98           $   1.81

               As shown in the  table above, Net Profits  decreased $25,063
               (8.5%)  for the  three  months ended  September 30,  1997 as
               compared to the three  months ended September 30, 1996.   Of
               this  decrease,  approximately  $42,000  was  related  to  a
               decrease  in  the  volumes  of gas  sold  and  approximately
               $26,000  was related to a  decrease in the  average price of
               oil sold, which decreases were partially offset by increases
               of approximately  (i) $16,000 related to the increase in the
               average  price of  gas  sold, (ii)  $10,000  related to  the
               increase in volumes of  oil sold, and (iii)  $17,000 related
               to decreases  in production expenses incurred  by the owners
               of the Working Interests.  Volumes of oil sold increased 468
               barrels  while volumes of gas  sold decreased 22,905 Mcf for
               the three months ended September 30, 1997 as compared to the
               three months  ended  September 30,  1996.   The decrease  in
               volumes of  gas sold resulted primarily from  (i) a positive
               prior period  volume adjustment made by a purchaser on three
               wells during the three months ended September 30, 1996, (ii)
               a  negative  prior  period   volume  adjustment  made  by  a
               purchaser  on  one  well   during  the  three  months  ended
               September  30, 1997 and (iii)  the sale of  several wells in
               early 1997.   The  decrease in production  expenses resulted
               primarily  from (i)  the  decrease in  volumes  of gas  sold
               during the three months ended September 30, 1997 as compared
               to  the  three  months  ended  September  30,  1996,  (ii) a
               decrease  in  operating  expenses due  to  the  repair  of a
               downhole  pump on  one well  during the  three months  ended
               September  30,  1996,  and  (iii) a  decrease  in  operating
               expenses  due to  equipment repairs  and saltwater  disposal
               costs  of one well  during the three  months ended September
               30, 1996.  Average oil prices decreased to $17.65 per barrel
               for the  three months ended  September 30, 1997  from $20.93
               per  barrel for the  three months ended  September 30, 1996,
               while  average gas prices increased to $1.98 per Mcf for the

                                 -31-
<PAGE>
<PAGE>
               three months ended September 30, 1997 from $1.81 per Mcf for
               the three months ended September 30, 1996.  

               Depletion of Net Profits Interests decreased $16,121 (20.1%)
               for the three months ended September 30, 1997 as compared to
               the  three months ended  September 30, 1996.   This decrease
               resulted primarily from (i) decreases in volumes of gas sold
               during the three months ended September 30, 1997 as compared
               to the three months ended September 30, 1996 and (ii) upward
               revisions in the estimates of remaining oil and gas reserves
               at December 31, 1996.  As a percentage  of Net Profits, this
               expense  decreased  to  23.8%  for the  three  months  ended
               September 30,  1997 from  27.2% for  the three months  ended
               September 30, 1996.   This percentage decrease was primarily
               due to  the  dollar decrease  in  Depletion of  Net  Profits
               Interests discussed  above and  the increase in  the average
               price of  gas sold during  the three months  ended September
               30, 1997 as compared to the three months ended September 30,
               1996.  

               General  and  administrative  expenses  remained  relatively
               constant  for the three  months ended September  30, 1997 as
               compared to the three months ended September 30, 1996.  As a
               percentage  of Net  Profits,  these  expenses also  remained
               relatively  constant at  11.3%  for the  three months  ended
               September 30,  1997 and  10.6%  for the  three months  ended
               September 30, 1996.

               NINE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THE NINE
               MONTHS ENDED SEPTEMBER 30, 1996.
                                          Nine Months Ended September 30,
                                          -------------------------------
                                                  1997             1996
                                                --------         --------
                     Net Profits                $867,304         $915,872
                     Barrels produced             25,187           26,287
                     Mcf produced                266,823          370,260
                     Average price/Bbl          $  18.96         $  19.18
                     Average price/Mcf          $   2.27         $   1.81

               As shown in the  table above, Net Profits  decreased $48,568
               (5.3%)  for the  nine  months ended  September  30, 1997  as
               compared  to the nine months  ended September 30,  1996.  Of
               this   decrease,   approximately   $21,000   and   $187,000,
               respectively, were  related to  decreases in volumes  of oil
               and gas  sold  and approximately  $6,000  was related  to  a
               decrease in  the average price of oil  sold, which decreases
               were  partially  offset  by  an  increase  of  approximately
               $122,000  related to an increase in the average price of gas
               sold and an increase  of approximately $44,000 related  to a
               decrease in  production expenses  incurred by the  owners of
               the  Working  Interests.    Volumes  of  oil  and  gas  sold
               decreased 1,100  barrels and 103,437 Mcf,  respectively, for
               the  nine months ended September 30, 1997 as compared to the
               nine months  ended  September 30,  1996.   The  decrease  in
               volumes  of gas  sold resulted  primarily from  (i) negative

                                 -32-
<PAGE>
<PAGE>
               prior period volume adjustments made by the purchaser on two
               wells during  the nine months  ended September 30,  1997 and
               (ii) positive  prior period  volume adjustments made  by the
               purchaser  on  five  wells  during  the  nine  months  ended
               September  30, 1996.   The  decrease in  production expenses
               resulted primarily from the decreases in volumes  of oil and
               gas  sold during the nine months ended September 30, 1997 as
               compared  to  the  nine  months ended  September  30,  1996.
               Average oil  prices decreased to  $18.96 per barrel  for the
               nine months ended September 30, 1997  from $19.18 per barrel
               for the nine months ended September 30, 1996,  while average
               gas  prices increased to $2.27  per Mcf for  the nine months
               ended September 30,  1997 from  $1.81 per Mcf  for the  nine
               months ended September 30, 1996.

               Depletion of Net Profits Interests decreased $72,761 (27.7%)
               for  the nine months ended September 30, 1997 as compared to
               the nine  months ended  September 30,  1996.   This decrease
               resulted primarily from (i) decreases in  volumes of oil and
               gas  sold during the nine months ended September 30, 1997 as
               compared to  the nine  months ended September  30, 1996  and
               (ii) upward revisions  in the estimates of remaining oil and
               gas reserves  at December 31, 1996.   As a percentage of Net
               Profits, this expense decreased to 21.8% for the nine months
               ended September  30, 1997  from  28.6% for  the nine  months
               ended  September 30,  1996.   This  percentage decrease  was
               primarily  due to the increase  in the average  price of gas
               sold  during  the nine  months ended  September 30,  1997 as
               compared to the nine months ended September 30, 1996.  

               The P-1  Partnership recognized  a  non-cash charge  against
               earnings of $902,042 during the first quarter of 1997.  This
               impairment provision  was necessary  due to the  unamortized
               costs  of Net Profits  Interests exceeding  the undiscounted
               future  net revenues  from  such Net  Profits Interests,  in
               accordance with  the P-1 Partnership s adoption  of SFAS No.
               121.  Of this amount, $113,945 was related to the decline in
               oil  and gas prices used to  determine the recoverability of
               oil  and gas  reserves at  March 31,  1997 and  $788,097 was
               related to  impairment of  unproved properties.   No similar
               charge was necessary during 1996.

               General  and  administrative  expenses  remained  relatively
               constant  for the  nine months  ended September 30,  1997 as
               compared to the nine months ended September 30, 1996.   As a
               percentage  of  Net Profits,  these  expenses  also remained
               relatively  constant  at 11.5%  for  the  nine months  ended
               September 30,  1997  and 10.8%  for  the nine  months  ended
               September 30, 1996.

               Cumulative  cash  distributions  to  the   Limited  Partners
               through  September 30,  1997  were $9,776,558  or 90.46%  of
               Limited Partners' capital contributions.

               PARTNERSHIP P-2            

               THREE MONTHS  ENDED SEPTEMBER  30, 1997 AS  COMPARED TO  THE
               THREE MONTHS ENDED SEPTEMBER 30, 1996.

                                          Three Months Ended September 30,

                                 -33-
<PAGE>
<PAGE>
                                           --------------------------------
                                                  1997               1996
                                                --------           --------
                     Net Profits                $207,968           $222,515
                     Barrels produced              5,737              5,313
                     Mcf produced                 76,840             99,108
                     Average price/Bbl          $  17.68           $  20.88
                     Average price/Mcf          $   2.02           $   1.78

               As  shown in the table above,  Net Profits decreased $14,547
               (6.5%)  for the  three months  ended  September 30,  1997 as
               compared to the three  months ended September 30, 1996.   Of
               this  decrease, approximately  $40,000  was  related to  the
               decrease in  volumes of  gas sold and  approximately $18,000
               was related to a decrease in the  average price of oil sold,
               which decreases  were partially  offset by increases  of (i)
               approximately $18,000 related to  an increase in the average
               price of gas sold, (ii) approximately  $9,000 related to the
               increased  volumes  of  oil  sold,  and (iii)  approximately
               $16,000  related  to  the decrease  in  production  expenses
               incurred by the owners of the Working Interests.  Volumes of
               gas sold  decreased 22,268  Mcf, while  volumes of  oil sold
               increased 424  barrels for the three  months ended September
               30, 1997 as compared to the three months ended September 30,
               1996.    The  decrease  in  volumes  of  gas  sold  resulted
               primarily from (i) positive prior period  volume adjustments
               by  the  purchaser on  three wells  during the  three months
               ended September 30, 1996,  (ii) negative prior period volume
               adjustments  made by the  purchaser on two  wells during the
               three months ended September 30, 1997, and (iii) the sale of
               several wells  in early  1997.   The decrease  in production
               expenses  resulted  primarily  from  (i)  the  decreases  in
               volumes of gas sold during the three months ended  September
               30, 1997 as compared to the three months ended September 30,
               1996,  (ii) a  decrease  in operating  expenses  due to  the
               repair  of  a downhole  pump on  one  well during  the three
               months ended  September 30, 1996,  and (iii)  a decrease  in
               operating expenses due  to equipment  repairs and  saltwater
               disposal costs during  the three months ended 1996.  Average
               oil  prices decreased  to $17.68  per barrel  for the  three
               months ended September 30, 1996  from $20.88 per barrel  for
               the three  months ended  September  30, 1996.   Average  gas
               prices increased to $2.02 per Mcf for the three months ended
               September 30, 1997 from  $1.78 per Mcf for the  three months
               ended September 30, 1996.

               Depletion of Net Profits Interests decreased $20,655 (28.2%)
               for the three months ended September 30, 1997 as compared to
               the three  months ended September  30, 1996.   This decrease
               resulted primarily from (i) decreases in volumes  of oil and
               gas sold during the three months ended September 30, 1997 as
               compared to  the three months  ended September 30,  1996 and
               (ii) upward revisions in the  estimates of remaining oil and
               gas reserves at December 31,  1996.  As a percentage of  Net
               Profits Interests,  this expense decreased to  25.2% for the
               three months  ended September  30, 1997 from  32.9% for  the
               three  months ended  September  30, 1996.   This  percentage
               decrease  was  primarily  due  to  the  dollar  decrease  in
               Depletion of  Net Profits Interests discussed  above and the
               increase  in the  average price  of gas  sold for  the three

                                 -34-
<PAGE>
<PAGE>
               months ended September  30, 1997  as compared  to the  three
               months ended September 30, 1996.

               General  and  administrative  expenses  remained  relatively
               constant for  the three months  ended September 30,  1997 as
               compared  to the three months ended September 30, 1996. As a
               percentage  of Net  Profits,  these  expenses also  remained
               relatively  constant at  12.2%  for the  three months  ended
               September  30, 1997  and 11.8%  for the  three months  ended
               September 30, 1996. 

               NINE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THE NINE
               MONTHS ENDED SEPTEMBER 30, 1996.
 
                                          Nine Months Ended September 30,
                                          -------------------------------
                                                  1997             1996
                                                --------         --------
                     Net Profits                $677,306         $700,557
                     Barrels produced             17,880           18,744
                     Mcf produced                226,555          313,622
                     Average price/Bbl          $  18.98         $  19.23
                     Average price/Mcf          $   2.31         $   1.80

               As shown in the  table above, Net Profits decreased  $23,251
               (3.3%)  for the  nine  months ended  September  30, 1997  as
               compared  to the nine months  ended September 30,  1996.  Of
               this  decrease,  approximately  $173,000  was  related  to a
               decrease  in volumes of  oil and gas  sold and approximately
               $4,000 was related to a decrease in the average price of oil
               sold, which decreases were  partially offset by increases of
               approximately $116,000 related to an increase in the average
               price  of gas  sold and approximately  $39,000 related  to a
               decrease in  production expenses  incurred by the  owners of
               the  Working  Interests.    Volumes  of  oil  and  gas  sold
               decreased 864 barrels and  87,067 Mcf, respectively, for the
               nine months ended September 30, 1997 as compared to the nine
               months ended September 30, 1996.  The decrease in volumes of
               gas sold  resulted primarily from (i)  negative prior period
               volume  adjustments made  by  the purchaser  on three  wells
               during  the  nine  months  ended September  30,  1997,  (ii)
               positive  prior  period  volume  adjustments  made  by   the
               purchaser  on  five  wells  during  the  nine  months  ended
               September 30, 1996, and  (iii) the sale of several  wells in
               early 1997.   The  decrease in production  expenses resulted
               primarily  from the decreases in volumes of oil and gas sold
               during  the nine months ended September 30, 1997 as compared
               to  the nine months ended  September 30, 1996.   Average oil
               prices decreased  to $18.98 per  barrel for the  nine months
               ended September 30, 1997 from $19.23 per barrel for the nine
               months  ended  September  30,  1996.    Average  gas  prices
               increased  to $2.31  per  Mcf  for  the  nine  months  ended
               September 30, 1997  from $1.80  per barrel per  Mcf for  the
               nine months ended September 30, 1996.

               Depletion of Net Profits Interests decreased $80,439 (33.8%)
               for  the nine months ended September 30, 1997 as compared to
               the nine  months ended  September 30,  1996.   This decrease
               resulted primarily from (i) decreases in volumes  of oil and
               gas  sold during the nine months ended September 30, 1997 as

                                 -35-
<PAGE>
<PAGE>
               compared to the  nine months  ended September  30, 1996  and
               (ii) upward revisions in the estimates of remaining  oil and
               gas reserves at December 31, 1996.   As a percentage of  Net
               Profits, this expense decreased to 23.2% for the nine months
               ended  September 30,  1997 from  34.0% for  the nine  months
               ended  September 30,  1996.   This  percentage decrease  was
               primarily  due to  the dollar decrease  in Depletion  of Net
               Profits Interests  discussed above  and the increase  in the
               average  price of  gas  sold during  the  nine months  ended
               September  30,  1997 as  compared to  the nine  months ended
               September 30, 1996.  

               The  P-2 Partnership  recognized a  non-cash  charge against
               earnings of $727,893 during the first quarter of 1997.  This
               impairment provision  was necessary  due to  the unamortized
               costs of  Net Profits Interests  exceeding the  undiscounted
               future  net revenues  from  such Net  Profits Interests,  in
               accordance with  the P-2 Partnership s adoption  of SFAS No.
               121.  Of this amount, $113,005 was related to the decline in
               oil and gas prices  used to determine the  recoverability of
               oil  and gas  reserves at  March 31,  1997 and  $614,888 was
               related to  impairment of  unproved properties.   No similar
               charge was necessary during 1996.

               General  and  administrative  expenses  remained  relatively
               constant  for the  nine months ended  September 30,  1997 as
               compared to the nine months ended  September 30, 1996.  As a
               percentage of  Net  Profits, these  expenses  also  remained
               relatively  constant  at 12.3%  for  the  nine months  ended
               September  30, 1997  and  11.7% for  the  nine months  ended
               September 30, 1996.

               Cumulative  cash  distributions   to  the  Limited  Partners
               through  September 30,  1997  were $7,496,561  or 83.21%  of
               Limited Partners' capital contributions.

               PARTNERSHIP P-3

               THREE MONTHS  ENDED SEPTEMBER 30,  1997 AS  COMPARED TO  THE
               THREE MONTHS ENDED SEPTEMBER 30, 1996.

                                          Three Months Ended September 30,
                                          --------------------------------
                                                  1997              1996
                                                --------          --------
                     Net Profits                $386,110          $413,580
                     Barrels produced             10,597             9,804
                     Mcf produced                143,604           186,806
                     Average price/Bbl          $  17.70          $  20.88
                     Average price/Mcf          $   2.01          $   1.77

               As shown  in the table above, Net  Profits decreased $27,470
               (6.6%) for  the three  months ended  September  30, 1997  as
               compared to the three  months ended September 30, 1996.   Of
               this  decrease,  approximately  $76,000  was  related  to  a
               decrease in  volumes of  gas sold and  approximately $33,000
               was  related to a decrease in the average price of oil sold,
               which decreases  were partially  offset by increases  of (i)
               approximately $34,000 related to an increase in  the average
               price of gas sold, (ii) approximately $16,000  related to an
               increase  in volumes  of oil  sold, and  (iii) approximately

                                 -36-
<PAGE>
<PAGE>
               $32,000  related  to  a  decrease  in  production   expenses
               incurred by the owners of the Working Interests.  Volumes of
               oil  sold increased 793  barrels, while volumes  of gas sold
               decreased  43,202  Mcf, respectively,  for the  three months
               ended September  30, 1997  as compared  to the  three months
               ended  September 30, 1996.   The decrease in  volumes of gas
               sold  resulted  primarily  from (i)  positive  prior  period
               volume  adjustments made  by  the purchaser  on three  wells
               during the  three months  ended September  30, 1996,  (ii) a
               negative  prior  period   volume  adjustment  made   by  the
               purchaser  on  one  well   during  the  three  months  ended
               September  30, 1997 and (iii) the sale of several wells from
               late 1996 through  early 1997.   The decrease in  production
               expenses resulted primarily from (i) the decrease in volumes
               of gas sold during the three months ended September 30, 1997
               as compared to  the three months  ended September 30,  1996,
               (ii) a decrease in operating expenses due to the repair of a
               downhole  pump on  one well  during the  three months  ended
               September 30,  1996 and  (iii) positive prior  period volume
               adjustments made  by the operator  on four wells  during the
               three months ended  September 30, 1997.  Average  oil prices
               decreased to $17.70  per barrel for  the three months  ended
               September  30, 1997  from $20.88  per barrel  for the  three
               months  ended  September  30,  1996.    Average  gas  prices
               increased  to $2.01  per  Mcf  for  the three  months  ended
               September 30, 1997 from  $1.77 per Mcf for the  three months
               ended September 30, 1996.   

               Depletion of Net Profits Interests decreased $40,456 (29.5%)
               for the three months ended September 30, 1997 as compared to
               the three months  ended September 30,  1996.  This  decrease
               resulted primarily from (i) decreases in volumes of gas sold
               during the three months ended September 30, 1997 as compared
               to the three months ended September 30, 1996 and (ii) upward
               revisions in the estimates of remaining oil and gas reserves
               at December 31,  1996.  As a percentage of Net Profits, this
               expense  decreased  to  25.5%  for the  three  months  ended
               September 30,  1997 from 33.2%  for the  three months  ended
               September 30, 1996.   This percentage decrease was primarily
               due  to  the dollar  decrease  in Depletion  of  Net Profits
               Interests discussed  above and  the increase in  the average
               price of gas sold  for the three months ended  September 30,
               1997  as compared  to the three  months ended  September 30,
               1996.

               General  and  administrative  expenses  remained  relatively
               constant for  the three months  ended September 30,  1997 as
               compared  to the three months ended September 30, 1996. As a
               percentage  of Net  Profits,  these  expenses also  remained
               relatively  constant at  12.6%  for the  three months  ended
               September 30,  1997  and 11.9%  for the  three months  ended
               September 30, 1996. 

               NINE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THE NINE
               MONTHS ENDED SEPTEMBER 30, 1996.

                                          Nine Months Ended September 30,
                                          -------------------------------
                                                  1997            1996
                                                ----------     ----------

                                 -37-
<PAGE>
<PAGE>
                     Net Profits                $1,262,543     $1,303,710
                     Barrels produced               33,015         34,689
                     Mcf produced                  426,031        591,800
                     Average price/Bbl          $    18.99     $    19.23
                     Average price/Mcf          $     2.32     $     1.79

               As shown  in the table above, Net  Profits decreased $41,167
               (3.2%)  for the  nine  months ended  September  30, 1997  as
               compared  to the nine months  ended September 30,  1996.  Of
               this   decrease,   approximately   $32,000   and   $297,000,
               respectively, related to the decreases in volumes of oil and
               gas sold,  and approximately $8,000 related  to the decrease
               in the average price  of oil sold for the  nine months ended
               September  30, 1997  as compared  to the  nine months  ended
               September 30, 1996, which decreases were partially offset by
               increases of approximately $226,000  related to the increase
               in the average price  of gas sold and approximately  $70,000
               related to a decrease in production expenses incurred by the
               owners of the  Working Interests.   Volumes of  oil and  gas
               sold decreased 1,674 barrels and 165,769  Mcf, respectively,
               for  the nine months ended September 30, 1997 as compared to
               the nine months ended  September 30, 1996.  The  decrease in
               volumes  of gas  sold resulted  primarily from  (i) negative
               prior  period volume  adjustments made  by the  purchaser on
               three wells during the nine months ended September 30, 1997,
               (ii) positive  prior period  volume adjustments made  by the
               purchaser  on  five  wells  during  the  nine  months  ended
               September 30, 1996, and (iii) the sale of several wells from
               late 1996  through early 1997.   The decrease  in production
               expenses resulted primarily from decreases in volumes of oil
               and gas sold during the nine months ended September 30, 1997
               as compared  to the  nine months  ended September  30, 1996.
               Average  oil prices decreased  to $18.99 per  barrel for the
               nine months ended September 30, 1997 from $19.23 per  barrel
               for the nine months  ended September 30, 1996.   Average gas
               prices  increased to $2.32 per Mcf for the nine months ended
               September 30, 1997 from  $1.79 per Mcf, for the  nine months
               ended September 30, 1996.  

               Depletion   of  Net  Profits  Interests  decreased  $155,373
               (34.8%)  for the  nine months  ended September  30, 1997  as
               compared  to the nine months ended September 30, 1996.  This
               decrease resulted primarily from (i) decreases in volumes of
               oil  and gas sold during the nine months ended September 30,
               1997 as compared to the nine months ended September 30, 1996
               and (ii) upward revisions in the  estimates of remaining oil
               and gas reserves at December 31,  1996.  As a percentage  of
               Net Profits  Interests, this expense decreased  to 23.2% for
               the  nine months ended September 30, 1997 from 34.8% for the
               nine  months  ended September  30,  1996.   This  percentage
               decrease  was  primarily  due  to  the  dollar  decrease  in
               Depletion of  Net Profits Interests discussed  above and the
               increase  in the average price  of gas sold  during the nine
               months  ended September  30, 1997  as compared  to the  nine
               months ended September 30, 1996.  
               The  P-3 Partnership  recognized a  non-cash charge  against
               earnings  of $1,413,917  during the  first quarter  of 1997.
               This  impairment   provision  was   necessary  due   to  the
               unamortized costs  of Net  Profits  Interests exceeding  the
               undiscounted  future  net  revenues  from such  Net  Profits
               Interests, in accordance with the P-3 Partnership s adoption

                                 -38-
<PAGE>
<PAGE>
               of SFAS No.  121.  Of  this amount, $220,449 was  related to
               the  decline in  oil and  gas prices  used to  determine the
               recoverability of oil and gas reserves at March 31, 1997 and
               $1,193,468 was related to impairment of unproved properties.
               No similar charge was necessary during 1996.

               General  and  administrative  expenses  remained  relatively
               constant  for the  nine months  ended September 30,  1997 as
               compared to the nine  months ended September 30, 1996.  As a
               percentage  of  Net Profits,  these  expenses also  remained
               relatively  constant  at 12.5%  for  the  nine months  ended
               September 30,  1997  and 11.8%  for  the nine  months  ended
               September 30, 1996.

               Cumulative  cash  distributions  to  the   Limited  Partners
               through  September 30,  1997 were  $13,484,401 or  79.49% of
               Limited Partners' capital contributions.

               PARTNERSHIP P-4            

               THREE MONTHS  ENDED SEPTEMBER  30, 1997 AS  COMPARED TO  THE
               THREE MONTHS ENDED SEPTEMBER 30, 1996.

                                          Three Months Ended September 30,
                                          -------------------------------- 
                                                  1997              1996
                                                --------          --------
                     Net Profits                $288,543          $300,523 
                     Barrels produced              4,422             5,134
                     Mcf produced                119,051           155,666
                     Average price/Bbl          $  19.20          $  21.57
                     Average price/Mcf          $   2.26          $   1.90

               As shown in  the table above, Net  Profits decreased $11,980
               (4.0%)  for  the three  months ended  September 30,  1997 as
               compared to the three  months ended September 30, 1996.   Of
               this   decrease,   approximately   $15,000    and   $69,000,
               respectively, were  related to  decreases in volumes  of oil
               and  gas sold  and approximately  $10,000 was  related to  a
               decrease in the average price  of oil sold, which  decreases
               were  partially  offset  by  an  increase  of  approximately
               $42,000 related to an  increase in the average price  of gas
               sold and an  increase of approximately $40,000  related to a
               decrease in  production expenses  incurred by the  owners of
               the  Working  Interests.    Volumes  of  oil  and  gas  sold
               decreased 712 barrels and  36,615 Mcf, respectively, for the
               three months  ended September  30, 1997  as compared to  the
               three  months ended  September 30,  1996.   The decrease  in
               volumes  of oil sold  resulted primarily  from (i)  a normal
               decline in  production on  one  well due  to diminished  oil
               reserves and (ii) a  negative prior period volume adjustment
               made  by the purchaser on  one well during  the three months
               ended  September 30, 1997.   The decrease in  volumes of gas
               sold  resulted primarily  from (i)  a positive  prior period
               volume  adjustment made by the purchaser on two wells during
               the three months  ended September 30,  1996 and (ii)  normal
               declines  in production  due to  diminished gas  reserves on
               four wells.   The  decrease in production  expenses resulted
               primarily  from (i) decreases in volumes of oil and gas sold

                                 -39-
<PAGE>
<PAGE>
               during the three months ended September 30, 1997 as compared
               to the three months ended September 30, 1996,  (ii) workover
               expenses incurred  on two  wells in the  three months  ended
               September 30, 1996  and (iii) a negative prior period volume
               adjustment  by an  operator  on one  well  during the  three
               months  ended September 30,  1997.   The average  oil prices
               decreased to $19.20  per barrel for  the three months  ended
               September 30,  1997 from  $21.57 per  barrel  for the  three
               months ended September 30, 1996, while the average gas price
               increased  to  $2.26  per Mcf  for  the  three months  ended
               September 30, 1997 from  $1.90 per Mcf for the  three months
               ended September 30, 1996. 

               Depletion of Net Profits Interests decreased $50,011 (33.9%)
               for the three months ended September 30, 1997 as compared to
               the three months  ended September 30,  1996.  This  decrease
               resulted primarily  from (i) decreases in volumes of oil and
               gas sold during the three months ended September 30, 1997 as
               compared to the  three months ended  September 30, 1996  and
               (ii) upward revisions in the estimates of remaining  oil and
               gas reserves at  December 31, 1996.  As a  percentage of Net
               Profits,  this  expense decreased  to  33.7%  for the  three
               months ended  September 30,  1997 from  49.0% for  the three
               months ended  September 30, 1996.   This percentage decrease
               was primarily due to the dollar decrease in Depletion of Net
               Profits Interests  discussed above  and the increase  in the
               average  price of  gas sold  during the  three months  ended
               September 30, 1997  as compared  to the  three months  ended
               September 30, 1996. 

               General and administrative expenses decreased  $3,356 (8.6%)
               for the three months ended September 30, 1997 as compared to
               the three  months ended September  30, 1996.   This decrease
               resulted  primarily  from  decreases  in  professional  fees
               during the three months ended September 30, 1997 as compared
               to  the three  months  ended  September  30,  1996.    As  a
               percentage  of   Net   Profits,  these   expenses   remained
               relatively  constant at  12.9%  for the  three months  ended
               September  30, 1997  and 12.3%  for the  three months  ended
               September 30, 1996. 

               NINE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THE NINE
               MONTHS ENDED SEPTEMBER 30, 1996.

                                          Nine Months Ended September 30,
                                          ------------------------------- 
                                                   1997           1996
                                                ----------     ----------
                     Net Profits                $1,013,278     $1,015,009
                     Barrels produced               14,933         17,603
                     Mcf produced                  398,350        520,176
                     Average price/Bbl          $    20.01     $    20.21
                     Average price/Mcf          $     2.46     $     1.91

               As shown in the table above, Net Profits remained relatively
               constant  for the nine  months ended  September 30,  1997 as
               compared to the nine  months ended September 30, 1996.   Any

                                 -40-
<PAGE>
<PAGE>
               decrease in Net Profits caused by decreases of approximately
               $54,000,  $233,000  and  $3,000,  respectively,  related  to
               decreases in the volumes of oil and gas sold and the average 
               price of oil sold for the nine months ended September 30, 
               1997 compared to the nine months ended September 30, 1996,  
               were substantially offset by increases of approximately 
               $219,000 and $69,000, respectively, related to the increase in
               the average price of gas sold and a decrease in  production
               expenses incurred  by the  owners of the  Working Interests.
               Volumes  of  oil and  gas sold  decreased 2,670  barrels and
               121,826  Mcf,  respectively,  for  the   nine  months  ended
               September  30, 1997  as compared  to  the nine  months ended
               September 30, 1996.   The  decrease in volumes  of oil  sold
               resulted primarily  from (i)  normal declines  in production
               due  to diminished oil  reserves on one  well, (ii) negative
               prior  period volume  adjustments  by the  purchaser on  two
               wells during  the nine months  ended September 30,  1997 and
               (iii)  the abandonment  of  one well  in  early 1997.    The
               decrease in volumes of gas sold  resulted primarily from (i)
               normal declines in production due to diminished gas reserves
               on  three  wells,  (ii)   a  positive  prior  period  volume
               adjustment made by the purchaser on one well during the nine
               months  ended  September 30,  1996  and  (iii) the  sale  of
               several  gas producing  wells from  late 1996  through early
               1997.    The   decrease  in  production  expenses   resulted
               primarily  from (i) decreases in volumes of oil and gas sold
               during the nine months ended  September 30, 1997 as compared
               to the nine months  ended September 30, 1996,  (ii) workover
               expenses  incurred on one well during  the nine months ended
               September  30,  1996, (iii)  the  abandonment  of two  wells
               during the nine months  ended September 30, 1996 and  (iv) a
               positive prior  period volume adjustment by  the operator on
               well  during  the  nine  months ended  September  30,  1996.
               Average oil prices  decreased to $20.01  per barrel for  the
               nine months  ended September 30, 1996 from $20.21 per barrel
               for the nine months  ended September 30, 1996.   Average gas
               prices  increased to $2.46 per Mcf for the nine months ended
               September  30, 1997 from $1.91  per Mcf for  the nine months
               ended September 30, 1996 

               Depletion  of  Net   Profits  Interests  decreased  $168,264
               (34.0%) for  the  nine months  ended September  30, 1997  as
               compared  to the nine months ended September 30, 1996.  This
               decrease resulted primarily from (i) decreases in volumes of
               oil  and gas sold during the nine months ended September 30,
               1997 as compared to the nine months ended September 30, 1996
               and (ii) upward revisions in the estimates of  remaining oil
               and gas reserves  at December 31, 1996.  As  a percentage of
               Net Profits, this  expense decreased to  32.2% for the  nine
               months  ended September  30, 1997  from 48.7%  for the  nine
               months ended  September 30, 1996.   This percentage decrease
               was primarily due to the dollar decrease in Depletion of Net
               Profits Interests  discussed above  and the increase  in the
               average  price of  gas  sold during  the  nine months  ended
               September  30,  1997 as  compared to  the nine  months ended
               September 30, 1996.  

               The  P-4 Partnership  recognized  a non-cash  charge against
               earnings of $752,388 during the first quarter of 1997.  This
               impairment  provision was  necessary due to  the unamortized
               costs of Net  Profits Interests  exceeding the  undiscounted
               future  net revenues  from  such Net  Profits Interests,  in

                                 -41-
<PAGE>
<PAGE>
               accordance with  the P-4 Partnership's adoption  of SFAS No.
               121.   Of this amount, $84,059 was related to the decline in
               oil and gas  prices used to determine the  recoverability of
               oil  and gas  reserves at  March 31,  1997 and  $668,329 was
               related to  impairment of  unproved properties.   No similar
               charge was necessary during 1996.

               General  and  administrative  expenses  remained  relatively
               constant for  the nine  months ended  September 30,  1997 as
               compared to the nine months ended  September 30, 1996.  As a
               percentage  of  Net Profits,  these  expenses  also remained
               relatively  constant  at 11.3%  for  the  nine months  ended
               September  30,  1997 and  11.6%  for the  nine  months ended
               September 30, 1996.

               Cumulative   cash  distributions  to  the  Limited  Partners
               through  September 30,  1997 were  $11,173,945 or  88.47% of
               Limited Partners' capital contributions.

               PARTNERSHIP P-5            

               THREE MONTHS  ENDED SEPTEMBER  30, 1997  AS COMPARED TO  THE
               THREE MONTHS ENDED SEPTEMBER 30, 1996.

                                          Three Months Ended September 30,
                                          --------------------------------
                                                  1997              1996
                                                --------          --------
                     Net Profits                $248,233          $229,184
                     Barrels produced              1,868               293
                     Mcf produced                124,114           152,056
                     Average price/Bbl          $  19.37          $  24.71
                     Average price/Mcf          $   2.20          $   1.90

               As shown in the  table above, Net Profits  increased $19,049
               (8.3%)  for the  three  months ended  September 30,  1997 as
               compared to the three  months ended September 30, 1996.   Of
               this increase,  approximately (i) $39,000 was  related to an
               increase in volumes of oil sold, (ii) $37,000 was related to
               the  increase in  the average  price of  gas sold  and (iii)
               $5,000  was related  to  a decrease  in production  expenses
               incurred  by  the owners  of  the  Working Interests,  which
               increase  was partially offset by decreases of approximately
               (i) $53,000 related to a decrease in volumes of gas sold and
               (ii)  $9,000 related to the decrease in the average price of
               oil  sold.   Volumes of  oil  sold increased  1,575 barrels,
               while volumes of gas sold decreased 27,942 Mcf for the three
               months ended  September 30,  1997 as  compared to  the three
               months ended September 30, 1996.  The increase in volumes of
               oil  sold resulted  primarily from  a positive  prior period
               volume adjustment made by  the purchaser on one well  during
               the  three months ended September 30, 1997.  The decrease in
               volumes of gas sold  resulted primarily from (i)  a negative
               prior period volume adjustment made by the purchaser  on two
               wells during the three months ended September 30, 1997, (ii)
               normal declines in production due to diminished gas reserves
               on  one  well  and  (iii) a  positive  prior  period  volume
               adjustment made  by  the purchaser  on one  well during  the
               three months  ended September  30,  1996.   The decrease  in

                                 -42-
<PAGE>
<PAGE>
               production  expenses  resulted primarily  from  decreases in
               volumes of gas sold during the three months  ended September
               30, 1997 as compared to the three months ended September 30,
               1996.  Average oil prices decreased to $19.37 per barrel for
               the three  months ended September  30, 1997 from  $24.71 per
               barrel for the three months ended September  30, 1996, while
               average  gas prices increased to $2.20 per Mcf for the three
               months ended September 30,  1997 from $1.90 per Mcf  for the
               three months ended September 30, 1996. 

               Depletion of Net Profits Interests decreased $38,575 (34.8%)
               for the three months ended September 30, 1997 as compared to
               the  three months ended  September 30, 1996.   This decrease
               resulted primarily from (i) decreases in volumes of oil  and
               gas sold during the three months ended September 30, 1997 as
               compared to  the three months  ended September 30,  1996 and
               (ii) upward revisions in the estimates  of remaining oil and
               gas  reserves at December 31, 1996.   As a percentage of Net
               Profits Interests,  this expense decreased to  29.1% for the
               three months  ended September  30, 1997  from 48.3% for  the
               three  months ended  September  30, 1996.   This  percentage
               decrease  was  primarily  due  to  the  dollar  decrease  in
               Depletion of  Net Profits Interests discussed  above and the
               increase in the average  price of gas sold during  the three
               months ended  September 30,  1997 as  compared to  the three
               months ended September 30, 1996.

               General  and  administrative  expenses  remained  relatively
               constant for the  three months ended  September 30, 1997  as
               compared  to the three months ended September 30, 1996. As a
               percentage of Net Profits, these expenses decreased to 13.4%
               for the three months ended September 30, 1997 from 14.7% for
               the three  months ended September 30, 1996.  This percentage
               decrease was  primarily due to  the increase in  Net Profits
               discussed above.

               NINE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THE NINE
               MONTHS ENDED SEPTEMBER 30, 1996.

                                           Nine Months Ended September 30,
                                           -------------------------------
                                                  1997             1996
                                                --------         --------
                     Net Profits                $750,913         $775,627
                     Barrels produced              6,053            6,308
                     Mcf produced                383,895          486,994
                     Average price/Bbl          $  20.68         $  18.85
                     Average price/Mcf          $   2.16         $   1.82

               As shown in  the table above, Net  Profits decreased $24,714
               (3.2%)  for  the nine  months  ended September  30,  1997 as
               compared  to the nine months  ended September 30,  1996.  Of
               this   decrease,   approximately   $5,000    and   $188,000,
               respectively, were  related to  decreases in volumes  of oil
               and  gas  sold, which  decreases  were  partially offset  by
               increases   of   approximately    $11,000   and    $131,000,
               respectively, related to increases  in the average prices of

                                 -43-
<PAGE>
<PAGE>
               oil and gas  sold and an  increase of approximately  $26,000
               related to a decrease in production expenses incurred by the
               owners of the  Working Interests.   Volumes of  oil and  gas
               sold decreased 255  barrels and  103,099 Mcf,  respectively,
               for  the nine months ended September 30, 1997 as compared to
               the nine months ended  September 30, 1996.  The  decrease in
               volumes of  gas sold resulted primarily from  (i) a positive
               prior  period volume  adjustment  made by  the purchaser  on
               three wells during the nine months ended September 30, 1996,
               (ii) negative  prior period  volume adjustments made  by the
               purchaser  on  three wells  during  the  three months  ended
               September 30,  1997 and (iii) normal  declines in production
               due  to diminished gas reserves  on several wells during the
               nine  months ended  September  30, 1997.    The decrease  in
               production expenses  resulted  primarily from  decreases  in
               volumes of oil  and gas  sold during the  nine months  ended
               September 30,  1997 as  compared to  the  nine months  ended
               September 30, 1996 which was partially offset by an increase
               of operating expenses due to workovers on three wells during
               the nine months ended  September 30, 1997.  Average  oil and
               gas prices increased to $20.68 per barrel and $2.16 per Mcf,
               respectively, for  the nine months ended  September 30, 1997
               from $18.85 per barrel and  $1.82 per Mcf, respectively, for
               the nine months ended September 30, 1996.  

               Depletion  of  Net   Profits  Interests  decreased  $153,773
               (40.7%)  for the  nine months  ended September  30, 1997  as
               compared  to the nine months ended September 30, 1996.  This
               decrease resulted primarily from (i) decreases in volumes of
               oil  and gas sold during the nine months ended September 30,
               1997 as compared to the nine months ended September 30, 1996
               and (ii) upward revisions in  the estimates of remaining oil
               and gas reserves at December  31, 1996.  As a percentage  of
               Net Profits  Interests, this expense decreased  to 29.8% for
               the  nine months ended September 30, 1997 from 48.7% for the
               nine  months  ended September  30,  1996.   This  percentage
               decrease  was  primarily  due  to  the  dollar  decrease  in
               Depletion of  Net Profits Interests discussed  above and the
               increases in the average  prices of oil and gas  sold during
               the  nine months ended September 30, 1997 as compared to the
               nine months ended September 30, 1996.  

               The  P-5 Partnership  recognized  a non-cash  charge against
               earnings  of $1,018,067  during the  first quarter  of 1997.
               This   impairment  provision   was  necessary  due   to  the
               unamortized  costs  of Net  Profits Interests  exceeding the
               undiscounted  future net  revenues  from  such  Net  Profits
               Interests, in accordance with the P-5 Partnership s adoption
               of SFAS No.  121.  Of this  amount, $122,458 was related  to
               the  decline in  oil and  gas prices  used to  determine the
               recoverability of oil and gas reserves at March 31, 1997 and
               $895,609 was related  to impairment of  unproved properties.
               No similar charge was necessary during 1996.

               General  and  administrative  expenses  remained  relatively
               constant  for the  nine months ended  September 30,  1997 as

                                 -44-
<PAGE>
<PAGE>
               compared to the nine months ended September 30, 1996.   As a
               percentage   of  Net   Profits,   these  expenses   remained
               relatively  constant  at 14.6%  for  the  nine months  ended
               September  30,  1997 and  13.9%  for the  nine  months ended
               September 30, 1996.

               Cumulative   cash  distributions  to  the  Limited  Partners
               through  September 30,  1997  were $6,190,759  or 52.27%  of
               Limited Partners' capital contributions.

               PARTNERSHIP P-6            

               THREE MONTHS  ENDED SEPTEMBER  30, 1997  AS COMPARED TO  THE
               THREE MONTHS ENDED SEPTEMBER 30, 1996.

                                          Three Months Ended September 30,
                                          --------------------------------
                                                  1997              1996
                                                --------          --------
                     Net Profits                $434,139          $663,156
                     Barrels produced              5,132             5,705
                     Mcf produced                235,218           348,846
                     Average price/Bbl          $  17.82          $  21.11
                     Average price/Mcf          $   2.02          $   2.06

               As shown in the table  above, Net Profits decreased $229,017
               (34.5%) for the  three months  ended September  30, 1997  as
               compared to the three  months ended September 30, 1996.   Of
               this   decrease,   approximately   $12,000   and   $234,000,
               respectively, were  related to  decreases in volumes  of oil
               and  gas  sold   and  approximately   $17,000  and   $9,000,
               respectively,  were related  to  decreases  in  the  average
               prices of  oil and gas sold, which  decreases were partially
               offset by  an increase  of approximately $44,000  related to
               the decrease in operating expenses incurred by the owners of
               the  Working  Interests.    Volumes  of  oil  and  gas  sold
               decreased 573 barrels and 113,628 Mcf, respectively, for the
               three months  ended September  30, 1997 as  compared to  the
               three  months ended  September 30,  1996.   The  decrease in
               volumes of gas  sold resulted primarily from  (i) a positive
               prior period volume adjustment made by the  purchaser on one
               well during the three months ended September 30, 1996,  (ii)
               the shutting-in  of one well  during the three  months ended
               September 30,  1997 due  to  mechanical difficulties,  (iii)
               normal declines in production due to diminished gas reserves
               on  three wells  and  (iv) a  negative  prior period  volume
               adjustment  on  one  well  during  the  three  months  ended
               September  30, 1997.   The  decrease in  production expenses
               resulted primarily from decreases in  volumes of oil and gas
               sold  during the three  months ended  September 30,  1997 as
               compared  to  the three  months  ended  September 30,  1996.
               Average oil  and gas prices  decreased to $17.82  per barrel
               and $2.02 per Mcf, respectively,  for the three months ended
               September 30, 1997 from $21.11 per barrel and $2.06 per Mcf,
               respectively, for the three months ended September 30, 1996.


               Depletion  of  Net   Profits  Interests  decreased  $108,707
               (41.1%)  for the three  months ended  September 30,  1997 as
               compared to the three months ended September 30, 1996.  This

                                 -45-
<PAGE>
<PAGE>
               decrease resulted primarily from (i) decreases in volumes of
               oil and gas sold during the three months ended September 30,
               1997 as  compared to  the three months  ended September  30,
               1996 and (ii) upward revisions in the estimates of remaining
               oil and gas reserves at December 31,  1996.  As a percentage
               of Net  Profits Interests,  this expense decreased  to 35.8%
               for the three months ended September 30, 1997 from 39.9% for
               the three  months ended September 30, 1996.  This percentage
               decrease  was  primarily  due  to  the  dollar  decrease  in
               Depletion of Net Profits Interests discussed above. 

               General  and  administrative  expenses  remained  relatively
               constant for the  three months ended  September 30, 1997  as
               compared to the three months ended September 30, 1996.  As a
               percentage of Net Profits,  these expenses increased to 9.3%
               for  the three months ended September 30, 1997 from 6.1% for
               the three  months ended September 30, 1996.  This percentage
               increase was  primarily due to  the decrease in  Net Profits
               discussed above.

               NINE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THE NINE
               MONTHS ENDED SEPTEMBER 30, 1996.

                                          Nine Months Ended September 30,
                                          -------------------------------
                                                   1997           1996
                                                ----------     ----------
                     Net Profits                $1,386,099     $1,511,302
                     Barrels produced               13,951         17,210
                     Mcf produced                  740,453        888,615
                     Average price/Bbl          $    19.76     $    19.77
                     Average price/Mcf          $     2.21     $     1.92

               As shown  in the table above, Net Profits decreased $125,203
               (8.3%)  for the  nine  months ended  September  30, 1997  as
               compared  to the nine months  ended September 30,  1996.  Of
               this   decrease,   approximately   $64,000   and   $285,000,
               respectively, were  related to  decreases in volumes  of oil
               and  gas  sold, which  decreases  were  partially offset  by
               increases  of  approximately  (i)  $214,000  related  to  an
               increase in the average  price of gas sold and  (ii) $11,000
               related to  the decrease in production  expenses incurred by
               the owners of the Working Interests.  Volumes of oil and gas
               sold  decreased 3,259 barrels and 148,162 Mcf, respectively,
               for  the nine months ended September 30, 1997 as compared to
               the nine months ended  September 30, 1996.  The  decrease in
               volumes of oil sold  resulted primarily from normal declines
               in production due  to diminished oil reserves on four wells.
               The decrease in volumes of  gas sold resulted primarily from
               (i)  normal declines  in  production due  to diminished  gas
               reserves on several wells, (ii) positive prior period volume
               adjustments  by the  purchaser on  several wells  during the
               nine months  ended September 30, 1996,  (iii) negative prior
               period  volume adjustments  by  the purchaser  on two  wells
               during the nine months ended September 30, 1997 and (iv) the
               shutting-in  of two wells due to workovers.  The decrease in
               production  expenses  resulted primarily  from  decreases in
               volumes of oil  and gas  sold during the  nine months  ended
               September 30,  1997  as compared  to the  nine months  ended
               September  30,   1996,  partially  offset  by  increases  in

                                 -46-
<PAGE>
<PAGE>
               operating expenses as a result of (i) workovers on two wells
               during  the nine months ended September 30, 1997 and (ii) an
               increase  in ad valorem taxes on three wells during the nine
               months  ended September  30, 1997  as compared  to  the nine
               months  ended  September  30,  1996.    Average  oil  prices
               remained relatively  constant at  $19.76 per barrel  for the
               nine months  ended September 30, 1997 and  $19.77 per barrel
               for the nine months  ended September 30, 1996.   Average gas
               prices  increased to $2.21 per Mcf for the nine months ended
               September  30, 1997 from $1.92  per Mcf for  the nine months
               ended September 30, 1996.  

               Depletion   of  Net  Profits  Interests  decreased  $202,262
               (29.6%)  for the  nine months  ended September  30, 1997  as
               compared  to the nine months ended September 30, 1996.  This
               decrease resulted primarily from (i) decreases in volumes of
               oil  and gas sold during the nine months ended September 30,
               1997 as compared to the nine months ended September 30, 1996
               and (ii) upward revisions in the  estimates of remaining oil
               and  gas reserves at December 31, 1996.   As a percentage of
               Net  Profits, this expense  decreased to 34.8%  for the nine
               months  ended September  30, 1997  from 45.3%  for  the nine
               months ended  September 30, 1996.   This percentage decrease
               was primarily due to the dollar decrease in Depletion of Net
               Profits Interests  discussed above  and the increase  in the
               average  price of  gas  sold during  the  nine months  ended
               September  30, 1997  as compared  to the  nine months  ended
               September 30, 1996.  

               The  P-6 Partnership  recognized  a non-cash  charge against
               earnings of $898,584 during the first quarter of 1997.  This
               impairment  provision was  necessary due to  the unamortized
               costs of Net  Profits Interests  exceeding the  undiscounted
               future  net revenues  from  such Net  Profits Interests,  in
               accordance with  the P-6 Partnership s adoption  of SFAS No.
               121.  Of this amount, $444,990 was related to the decline in
               oil and gas  prices used to determine  the recoverability of
               oil  and gas  reserves at  March 31,  1997 and  $453,594 was
               related to  impairment of  unproved properties.   No similar
               charge was necessary during 1996.

               General  and  administrative  expenses  remained  relatively
               constant  for the  nine months ended  September 30,  1997 as
               compared to the nine  months ended September 30, 1996.  As a
               percentage  of   Net   Profits,  these   expenses   remained
               relatively  constant  at  9.6%  for the  nine  months  ended
               September 30,  1997  and  8.6%  for the  nine  months  ended
               September 30, 1996. 

               Cumulative  cash  distributions   to  the  Limited  Partners
               through  September 30,  1997  were $8,100,248  or 56.63%  of
               Limited Partners  capital contributions.

                                 -47-
<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, 1997  and for the nine  months ended September
                         30, 1997, filed herewith.

                    27.2 Financial   Data   Schedule   containing   summary
                         financial  information  extracted  from   the  P-2
                         Partnership's financial statements as of September
                         30, 1997  and for the nine  months ended September
                         30, 1997, filed herewith.

                    27.3 Financial   Data   Schedule   containing   summary
                         financial  information  extracted  from   the  P-3
                         Partnership's financial statements as of September
                         30, 1997  and for the nine  months ended September
                         30, 1997, filed herewith.

                    27.4 Financial   Data   Schedule   containing   summary
                         financial  information  extracted  from   the  P-4
                         Partnership's financial statements as of September
                         30, 1997  and for the nine  months ended September
                         30, 1997, filed herewith.

                    27.5 Financial   Data   Schedule   containing   summary
                         financial  information  extracted  from   the  P-5
                         Partnership's financial statements as of September
                         30, 1997  and for the nine  months ended September
                         30, 1997, filed herewith.

                    27.6 Financial   Data   Schedule   containing   summary
                         financial  information  extracted  from   the  P-6
                         Partnership's financial statements as of September
                         30, 1997  and for the nine  months ended September
                         30, 1997, filed herewith.

                         All other exhibits are omitted as inapplicable.

               (b)  Reports on Form 8-K:

                    None.

                                 -48-
<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 13, 1997      By:    /s/Dennis R. Neill
                                           -------------------------------
                                              (Signature)
                                              Dennis R. Neill
                                              President



          Date:  November 13, 1997      By:    /s/Patrick M. Hall
                                           -------------------------------
                                              (Signature)
                                              Patrick M. Hall
                                              Principal Accounting Officer

                                 -49-
<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,
                    1997 and for the nine months ended September  30, 1997,
                    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,
                    1997 and for the nine  months ended September 30, 1997,
                    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, 1997 and
                    for  the nine  months ended  September 30,  1997, 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, 1997 and
                    for  the nine  months ended  September 30,  1997, 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, 1997 and
                    for  the nine  months ended  September 30,  1997, 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, 1997 and
                    for  the nine  months ended  September 30,  1997, filed
                    herewith.

                    All other exhibits are omitted as inapplicable.
<PAGE>