<PAGE>



                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                               FORM 10-Q

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


For the quarter ended June 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

                                          June 30,   December 31,
                                            1997         1996
                                         ----------- -----------

CURRENT ASSETS:
  Cash and cash equivalents              $  444,454   $  293,296
  Accounts receivable:
   General Partner (Note 2)                   2,306          -
   Net Profits                              198,075      257,458
                                         ----------   ----------
       Total current assets              $  644,835   $  550,754

NET PROFITS INTERESTS, net, utilizing
  the successful efforts method           1,612,528    2,680,005
                                         ----------   ----------
                                         $2,257,363   $3,230,759
                                         ==========   ==========

                      PARTNERS' CAPITAL (DEFICIT)

PARTNERS' CAPITAL (DEFICIT):
  General Partner                       ($   69,434) ($   62,666)
  Limited Partners, issued and
   outstanding, 108,074 units             2,326,797    3,293,425 
                                         ----------   ----------
       Total Partners' capital           $2,257,363   $3,230,759
                                         ----------   ----------
                                         $2,257,363   $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 JUNE 30, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Net Profits                             $317,208      $310,284
  Interest income                            2,794         1,937
  Gain on sale of Net Profits 
   Interests                               127,385           -   
                                          --------      --------
                                          $447,387      $312,221

COSTS AND EXPENSES:
  Depletion of Net Profits
   Interests                              $ 64,546      $ 86,539
  General and administrative (Note 2)       34,658        32,251
                                          --------      --------
                                          $ 99,204      $118,790
                                          --------      --------

NET INCOME                                $348,183      $193,431 
                                          ========      ========  
GENERAL PARTNER - NET INCOME              $ 19,852      $ 13,036
                                          ========      ========
LIMITED PARTNERS - NET INCOME             $328,331      $180,395 
                                          ========      ========  
NET INCOME per unit                       $   3.04      $   1.67 
                                          ========      ========
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 SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Net Profits                           $  597,105      $620,610
  Interest income                            5,056         3,742
  Gain on sale of Net Profits 
   Interests                               127,385           631 
                                        ----------      --------
                                        $  729,546      $624,983

COSTS AND EXPENSES:
  Depletion of Net Profits
   Interests                            $  125,229      $181,869
  Impairment provision                     902,042           -
  General and administrative (Note 2)       69,422        67,352
                                        ----------      --------
                                        $1,096,693      $249,221
                                        ----------      --------

NET INCOME (LOSS)                      ($  367,147)     $375,762 
                                        ==========      ========  
GENERAL PARTNER - NET INCOME            $   22,481      $ 25,876
                                        ==========      ========
LIMITED PARTNERS - NET INCOME (LOSS)   ($  389,628)     $349,886 
                                        ==========      ========  
NET INCOME (LOSS) per unit             ($     3.61)     $   3.24 
                                        ==========      ========
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 SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                              (Unaudited)

                                            1997          1996
                                         ----------    ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                      ($367,147)     $375,762 
  Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
   Depletion of Net Profits
     Interests                             125,229       181,869 
   Impairment provision                    902,042           -
   Gain on sale of Net Profits
     Interests                           ( 127,385)    (     631)
   Increase in accounts receivable -
     General Partner                     (   2,306)          -   
   (Increase) decrease in accounts 
     receivable - oil and gas sales         59,383     (  50,280)
                                          --------      --------
  Net cash provided by operating
   activities                             $589,816      $506,720

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                   ($ 13,262)    ($  2,152)
  Proceeds from sale of Net Profits
   Interests                               180,853           631
                                          --------      --------
  Net cash provided (used) by 
   investing activities                   $167,591     ($  1,521)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                     ($606,249)    ($466,428)
                                          --------      --------
  Net cash used by financing 
   activities                            ($606,249)    ($466,428)
                                          --------      --------

NET INCREASE IN CASH AND CASH
  EQUIVALENTS                             $151,158      $ 38,771 

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                      293,296       241,524
                                          --------      --------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                           $444,454      $280,295
                                          ========      ========      
                 
      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

                                          June 30,   December 31,
                                            1997         1996
                                         ----------- -----------

CURRENT ASSETS:
  Cash and cash equivalents              $  373,732   $  222,506
  Accounts receivable:
   General Partner (Note 2)                   1,574        8,376
   Net Profits                              158,354      203,287
                                         ----------   ----------
       Total current assets              $  533,660   $  434,169

NET PROFITS INTERESTS, net, utilizing 
  the successful efforts method           1,288,471    2,201,380
                                         ----------   ----------
                                         $1,822,131   $2,635,549
                                         ==========   ==========

                      PARTNERS' CAPITAL (DEFICIT)

PARTNERS' CAPITAL (DEFICIT):
  General Partner                       ($   64,337) ($   57,428)
  Limited Partners, issued and
   outstanding, 90,094 units              1,886,468    2,692,977
                                         ----------   ----------
       Total Partners' capital           $1,822,131   $2,635,549
                                         ----------   ----------
                                         $1,822,131   $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 JUNE 30, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Net Profits                             $178,224      $238,369
  Interest income                            2,202         1,477
  Gain on sale of Net Profits
   Interests                                80,091           -   
                                          --------      --------
                                          $260,517      $239,846

COSTS AND EXPENSES:
  Depletion of Net Profits
   Interests                              $ 53,991      $ 78,390
  General and administrative (Note 2)       28,826        26,938
                                          --------      --------
                                          $ 82,817      $105,328
                                          --------      --------

NET INCOME                                $177,700      $134,518 
                                          ========      ========  
GENERAL PARTNER - NET INCOME              $ 10,935      $  9,788
                                          ========      ========
LIMITED PARTNERS - NET INCOME             $166,765      $124,730 
                                          ========      ========  
NET INCOME per unit                       $   1.85      $   1.38 
                                          ========      ========
UNITS OUTSTANDING                           90,094        90,094
                                          ========      ========      

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

                                  -7-
<PAGE>
     GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP
                      GEODYNE NPI PARTNERSHIP P-2
                   COMBINED STATEMENTS OF OPERATIONS
            FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Net Profits                             $469,338      $478,042
  Interest income                            3,910         2,720
  Gain on sale of Net Profits
   Interests                                80,091           448 
                                          --------      --------
                                          $553,339      $481,210

COSTS AND EXPENSES:
  Depletion of Net Profits
   Interests                              $104,979      $164,763
  Impairment provision                     727,893           -
  General and administrative (Note 2)       57,719        56,224
                                          --------      --------
                                          $890,591      $220,987
                                          --------      --------

NET INCOME (LOSS)                        ($337,252)     $260,223 
                                          ========      ========  
GENERAL PARTNER - NET INCOME              $ 16,257      $ 19,466
                                          ========      ========
LIMITED PARTNERS - NET INCOME (LOSS)     ($353,509)     $240,757 
                                          ========      ========  
NET INCOME (LOSS) per unit               ($   3.92)     $   2.67 
                                          ========      ========
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 SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                              (Unaudited)

                                            1997          1996
                                         ----------    ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                      ($337,252)     $260,223 
  Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
   Depletion of Net Profits
     Interests                             104,979       164,763
   Impairment provision                    727,893           -
   Gain on sale of Net Profits
     Interests                           (  80,091)    (     448)
   Decrease in accounts receivable -
     General Partner                         6,802           -
   (Increase) decrease in accounts 
     receivable - oil and gas sales         44,933     (  45,010)
                                          --------      --------
  Net cash provided by operating
   activities                             $467,264      $379,528

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                   ($  8,677)     $    -   
  Proceeds from sale of Net Profits
   Interests                               168,805           889
                                          --------      --------
  Net cash provided by investing
   activities                             $160,128      $    889 

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                     ($476,166)    ($328,115)
                                          --------      --------
  Net cash used by financing 
   activities                            ($476,166)    ($328,115)
                                          --------      --------
NET INCREASE IN CASH AND CASH
  EQUIVALENTS                             $151,226      $ 52,302 

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                      222,506       167,791
                                          --------      --------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                           $373,732      $220,093
                                          ========      ========      

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

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

                                ASSETS

                                          June 30,   December 31,
                                            1997         1996
                                         ----------- -----------

CURRENT ASSETS:
  Cash and cash equivalents              $  713,010   $  415,354
  Accounts receivable:
   General Partner (Note 2)                   2,905       16,473
   Net Profits                              297,438      379,725
                                         ----------   ----------
       Total current assets              $1,013,353   $  811,552

NET PROFITS INTERESTS, net, utilizing
  the successful efforts method           2,378,807    4,156,531
                                         ----------   ----------
                                         $3,392,160   $4,968,083
                                         ==========   ==========

                      PARTNERS' CAPITAL (DEFICIT)

PARTNERS' CAPITAL (DEFICIT):
  General Partner                       ($  120,834) ($  107,085)
  Limited Partners, issued and
   outstanding, 169,637 units             3,512,994    5,075,168
                                         ----------   ----------
       Total Partners' capital           $3,392,160   $4,968,083
                                         ----------   ----------
                                         $3,392,160   $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 JUNE 30, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Net Profits                             $338,563      $442,574
  Interest income                            4,215         2,497
  Gain on sale of Net Profits
   Interests                               142,486           -  
                                          --------      --------
                                          $485,264      $445,071

COSTS AND EXPENSES:
  Depletion of Net Profits
   Interests                              $100,187      $147,145
  General and administrative (Note 2)       54,254        50,488
                                          --------      --------
                                          $154,441      $197,633
                                          --------      --------

NET INCOME                                $330,823      $247,438 
                                          ========      ========  
GENERAL PARTNER - NET INCOME              $ 20,338      $ 18,133
                                          ========      ========
LIMITED PARTNERS - NET INCOME             $310,485      $229,305 
                                          ========      ========  
NET INCOME per unit                       $   1.83      $   1.35 
                                          ========      ========
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 SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Net Profits                           $  876,433      $890,130
  Interest income                            7,461         4,653
  Gain on sale of Net Profits
   Interests                               142,486           833
                                        ----------      --------
                                        $1,026,380      $895,616

COSTS AND EXPENSES:
  Depletion of Net Profits
   Interests                            $  194,569      $309,486
  Impairment provision                   1,413,917           -
  General and administrative (Note 2)      108,639       105,614
                                        ----------      --------
                                        $1,717,125      $415,100
                                        ----------      --------

NET INCOME (LOSS)                      ($  690,745)     $480,516 
                                        ==========      ========  
GENERAL PARTNER - NET INCOME            $   29,429      $ 36,173
                                        ==========      ========
LIMITED PARTNERS - NET INCOME (LOSS)   ($  720,174)     $444,343 
                                        ==========      ========  
NET INCOME (LOSS) per unit             ($     4.25)     $   2.62 
                                        ==========      ========
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 SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                              (Unaudited)

                                           1997           1996
                                        -----------    ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                    ($  690,745)     $480,516 
  Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
   Depletion of Net Profits
     Interests                             194,569       309,486
   Impairment provision                  1,413,917           -
   Gain on sale of Net Profits
     Interests                         (   142,486)    (     833)
   Decrease in accounts receivable -
     General Partner                        13,568           -
   (Increase) decrease in accounts 
     receivable - oil and gas sales         82,287     (  85,087)
                                        ----------      --------
  Net cash provided by operating
   activities                           $  871,110      $704,082

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                 ($   15,966)     $    -   
  Proceeds from sale of Net Profits
   Interests                               327,690         1,695
                                        ----------      --------
  Net cash provided by investing
   activities                           $  311,724      $  1,695 

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                   ($  885,178)    ($625,398)
                                        ----------      --------
  Net cash used by financing 
   activities                          ($  885,178)    ($625,398)
                                        ----------      --------

NET INCREASE IN CASH AND CASH 
  EQUIVALENTS                           $  297,656      $ 80,379 

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                      415,354       296,629
                                        ----------      --------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                         $  713,010      $377,008
                                        ==========      ========      

       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

                                          June 30,   December 31,
                                            1997         1996
                                         ----------- -----------

CURRENT ASSETS:
  Cash and cash equivalents              $  532,937   $  345,876
  Accounts receivable:
   Net Profits                              286,924      369,940
                                         ----------   ----------
       Total current assets              $  819,861   $  715,816

NET PROFITS INTERESTS, net, utilizing
  the successful efforts method           1,341,546    2,567,661
                                         ----------   ----------
                                         $2,161,407   $3,283,477
                                         ==========   ==========

                      PARTNERS' CAPITAL (DEFICIT)

PARTNERS' CAPITAL (DEFICIT):
  General Partner                       ($   94,235) ($   81,373)
  Limited Partners, issued and
   outstanding, 126,306 units             2,255,642    3,364,850
                                         ----------   ----------
       Total Partners' capital           $2,161,407   $3,283,477
                                         ----------   ----------
                                         $2,161,407   $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 JUNE 30, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Net Profits                             $317,362      $368,788
  Interest and other income                  3,920         2,541
  Gain on sale of Net Profits
   Interests                                 4,760           -   
                                          --------      --------  
                                          $326,042      $371,329

COSTS AND EXPENSES:
  Depletion of Net Profits
   Interests                              $111,787      $175,499
  General and administrative (Note 2)       40,382        37,648
                                          --------      --------
                                          $152,169      $213,147
                                          --------      --------

NET INCOME                                $173,873      $158,182 
                                          ========      ========  
GENERAL PARTNER - NET INCOME              $ 12,970      $ 14,802
                                          ========      ========
LIMITED PARTNERS - NET INCOME             $160,903      $143,380 
                                          ========      ========  
NET INCOME per unit                       $   1.27      $   1.13 
                                          ========      ========
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 SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Net Profits                           $  724,735      $714,486
  Interest and other income                  6,640         4,929
  Gain (loss) on sale of Net Profits
   Interests                           (     5,494)           70 
                                        ----------      --------  
                                        $  725,881      $719,485

COSTS AND EXPENSES:
  Depletion of Net Profits
   Interests                            $  228,815      $347,068
  Impairment provision                     752,388           -
  General and administrative (Note 2)       78,669        78,675
                                        ----------      --------
                                        $1,059,872      $425,743
                                        ----------      --------

NET INCOME (LOSS)                      ($  333,991)     $293,742 
                                        ==========      ========  
GENERAL PARTNER - NET INCOME            $   22,217      $ 28,323
                                        ==========      ========
LIMITED PARTNERS - NET INCOME (LOSS)   ($  356,208)     $265,419 
                                        ==========      ========  
NET INCOME (LOSS) per unit             ($     2.82)     $   2.10 
                                        ==========      ========
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 SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                              (Unaudited)

                                            1997          1996
                                         ----------    ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                      ($333,991)     $293,742 
  Adjustments to reconcile net income
   (loss) net cash provided by
   operating activities:
   Depletion of Net Profits Interests      228,815       347,068
   Impairment provision                    752,388           -
   (Gain) loss on sale of Net Profits
     Interests                               5,494     (      70)
   (Increase) decrease in accounts 
      receivable - oil and gas sales        83,016     (  13,338)
                                          --------      --------
  Net cash provided by operating
   activities                             $735,722      $627,402

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of Net Profits
   Interests                              $239,418      $    653
                                          --------      --------
  Net cash provided by investing
   activities                             $239,418      $    653 

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                     ($788,079)    ($612,683)
                                          --------      --------
  Net cash used by financing 
   activities                            ($788,079)    ($612,683)
                                          --------      --------

NET INCREASE IN CASH AND CASH
  EQUIVALENTS                             $187,061      $ 15,372 

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                      345,876       288,117
                                          --------      --------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                           $532,937      $303,489
                                          ========      ========      
                 
      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

                                         June 30,    December 31,
                                           1997          1996
                                        -----------  -----------

CURRENT ASSETS:
  Cash and cash equivalents             $  261,654    $  247,540
  Accounts receivable:
   Net Profits                              81,550       209,058
                                        ----------    ----------
       Total current assets             $  343,204    $  456,598

NET PROFITS INTERESTS, net, utilizing 
  the successful efforts method          1,354,282     2,536,590
                                        ----------    ----------
                                        $1,697,486    $2,993,188
                                        ==========    ==========

                      PARTNERS' CAPITAL (DEFICIT)

PARTNERS' CAPITAL (DEFICIT):
  General Partner                      ($   77,617)  ($   60,088)
  Limited Partners, issued and
   outstanding, 118,449 units            1,775,103     3,053,276
                                        ----------    ----------
       Total Partners' capital          $1,697,486    $2,993,188
                                        ----------    ----------
                                        $1,697,486    $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 JUNE 30, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Net Profits                             $161,365      $266,293
  Interest and other income                  2,759         1,714
  Gain on sale of Net Profits
   Interests                                54,195           -
                                          --------      --------
                                          $218,319      $268,007

COSTS AND EXPENSES:
  Depletion of Net Profits
   Interests                              $ 66,428      $126,662
  General and administrative (Note 2)       37,896        35,335
                                          --------      --------
                                          $104,324      $161,997
                                          --------      --------

NET INCOME                                $113,995      $106,010 
                                          ========      ========  
GENERAL PARTNER - NET INCOME              $  8,219      $ 10,281
                                          ========      ========
LIMITED PARTNERS - NET INCOME             $105,776      $ 95,729 
                                          ========      ========  
NET INCOME per unit                       $    .89      $    .81 
                                          ========      ========
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 SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Net Profits                           $  502,680      $546,443
  Interest and other income                  4,758         3,014
  Gain on sale of Net Profits
   Interests                                54,195           -
                                        ----------      --------
                                        $  561,633      $549,457

COSTS AND EXPENSES:
  Depletion of Net Profits
   Interests                            $  151,942      $267,140
  Impairment provision                   1,018,067           -
  General and administrative (Note 2)       76,477        73,837
                                        ----------      --------
                                        $1,246,486      $340,977
                                        ----------      --------

NET INCOME (LOSS)                      ($  684,853)     $208,480 
                                        ==========      ========  
GENERAL PARTNER - NET INCOME            $   12,320      $ 20,959
                                        ==========      ========
LIMITED PARTNERS - NET INCOME (LOSS)   ($  697,173)     $187,521 
                                        ==========      ========  
NET INCOME (LOSS) per unit             ($     5.89)     $   1.58 
                                        ==========      ========
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 SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                              (Unaudited)

                                           1997           1996
                                        -----------    ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                    ($  684,853)     $208,480 
  Adjustments to reconcile net income
   (loss) net cash provided by
   operating activities:
   Depletion of Net Profits
     Interests                             151,942       267,140
   Impairment provision                  1,018,067           -
   Gain on sale of Net Profits
     Interests                         (    54,195)          -
   (Increase) decrease in accounts 
     receivable - oil and gas sales        127,508     (  20,164)
                                        ----------      --------
  Net cash provided by operating 
   activities                           $  558,469      $455,456

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of Net Profits
   Interests                            $   66,494      $    913
                                        ----------      --------
  Net cash provided by investing
   activities                           $   66,494      $    913 

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                   ($  610,849)    ($390,280)
                                        ----------      --------
  Net cash used by financing 
   activities                          ($  610,849)    ($390,280)
                                        ----------      --------
NET INCREASE IN CASH AND CASH
  EQUIVALENTS                           $   14,114      $ 66,089

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                      247,540       167,076
                                        ----------      --------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                         $  261,654      $233,165 
                                        ==========      ========      

       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

                                          June 30,   December 31,
                                            1997         1996
                                         ----------- -----------

CURRENT ASSETS:
  Cash and cash equivalents              $  374,738   $  319,699
  Accounts receivable:
   General Partner (Note 2)                   5,854          -
   Net Profits                              244,568      428,072
                                         ----------   ----------
       Total current assets              $  625,160   $  747,771

NET PROFITS INTERESTS, net, utilizing 
  the successful efforts method           2,744,263    3,966,906
                                         ----------   ----------
                                         $3,369,423   $4,714,677
                                         ==========   ==========

                      PARTNERS' CAPITAL (DEFICIT)

PARTNERS' CAPITAL (DEFICIT):
  General Partner                       ($   79,842) ($   59,021)
  Limited Partners, issued and
   outstanding, 143,041 units             3,449,265    4,773,698
                                         ----------   ----------
       Total Partners' capital           $3,369,423   $4,714,677
                                         ----------   ----------
                                         $3,369,423   $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 JUNE 30, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Net Profits                             $407,320      $346,050 
  Interest and other income                  5,272         2,624
  Gain on sale of Net Profits
   Interests                                21,938           -  
                                          --------      --------
                                          $434,530      $348,674

COSTS AND EXPENSES:
  Depletion of Net Profits
   Interests                              $173,910      $199,792
  General and administrative (Note 2)       45,041        42,588
                                          --------      --------
                                          $218,951      $242,380
                                          --------      --------

NET INCOME                                $215,579      $106,294 
                                          ========      ========  
GENERAL PARTNER - NET INCOME              $ 17,471      $ 13,175
                                          ========      ========
LIMITED PARTNERS - NET INCOME             $198,108      $ 93,119 
                                          ========      ========  
NET INCOME per unit                       $   1.39      $   0.65 
                                          ========      ========
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 SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                              (Unaudited)

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

REVENUES:
  Net Profits                           $  951,960      $848,146 
  Interest and other income                  8,451         4,742
  Gain on sale of Net Profits
   Interests                                25,958           -  
                                        ----------      --------
                                        $  986,369      $852,888

COSTS AND EXPENSES:
  Depletion of Net Profits
   Interests                            $  326,518      $420,073
  Impairment provision                     898,584           -
  General and administrative (Note 2)       92,690        89,132
                                        ----------      --------
                                        $1,317,792      $509,205
                                        ----------      --------

NET INCOME (LOSS)                      ($  331,423)     $343,683 
                                        ==========      ========  
GENERAL PARTNER - NET INCOME            $   32,010      $ 33,750
                                        ==========      ========
LIMITED PARTNERS - NET INCOME (LOSS)   ($  363,433)     $309,933 
                                        ==========      ========  
NET INCOME (LOSS) per unit             ($     2.54)     $   2.17 
                                        ==========      ========
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 SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                              (Unaudited)

                                            1997          1996
                                        -----------    ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                    ($  331,423)     $343,683 
  Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
   Depletion of Net Profits
     Interests                             326,518       420,073
   Impairment provision                    898,584           -
   Gain on sale of Net Profits
     Interests                         (    25,958)          -    
   Increase in accounts receivable -
     General Partner                   (     5,854)          -
   (Increase) decrease in accounts 
     receivable - oil and gas sales        183,504     (  32,745)
                                        ----------      --------
  Net cash provided by operating
   activities                           $1,045,371      $731,011

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                 ($    7,789)    ($ 62,568)
  Proceeds from sale of Net Profits
   Interests                                31,288           -  
                                        ----------      --------
  Net cash provided (used) by 
   investing activities                 $   23,499     ($ 62,568)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                   ($1,013,831)    ($594,052)
                                        ----------      --------
  Net cash used by financing 
   activities                          ($1,013,831)    ($594,052)
                                        ----------      --------

NET INCREASE IN CASH AND CASH
  EQUIVALENTS                           $   55,039      $ 74,391

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                      319,699       254,180
                                        ----------      --------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                         $  374,738      $328,571
                                        ==========      ========      

       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
                             JUNE 30, 1997
                              (Unaudited)

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

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

                                 -26-
<PAGE>
<PAGE>
     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' depletion,
     depreciation, and amortization  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 six months ended June 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.

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 six months ended June 30, 1997 the following payments
     were  made  to  the General  Partner  or  its  affiliates by  the
     Partnerships:

                                 -27-
<PAGE>
<PAGE>
                             Direct General       Administrative
        Partnership        and Administrative        Overhead
        -----------        ------------------     --------------
            P-1                 $12,542              $56,880
            P-2                  10,301               47,418
            P-3                  19,359               89,280
            P-4                  12,189               66,480
            P-5                  14,137               62,340
            P-6                  17,408               75,282

     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.  Subsequent to December 31,
     1996  such   receivable  was  collected   by  the  P-2   and  P-3
     Partnerships.

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

     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:

                                 -29-
<PAGE>
<PAGE>
                                                   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 June 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 second quarter of 1997 
     included proceeds from the sale of oil and gas properties during 
     the three months ended June 30, 1997.  These proceeds will be 
     reflected, as applicable, in the Partnerships' cash distributions 
     to be paid in mid-August 1997.  It is possible that the Partner-
     ships' 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 bene-
     ficial 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.    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 JUNE 30, 1997 AS COMPARED TO THE THREE  MONTHS
     ENDED JUNE 30, 1996.

                                      Three Months Ended June 30,
                                      ---------------------------
                                        1997               1996
                                      --------           --------
           Net Profits                $317,208           $310,284
           Barrels produced              8,543              9,191
           Mcf produced                 91,125            119,096
           Average price/Bbl          $  18.23           $  19.42
           Average price/Mcf          $   2.48           $   1.88



                                 -30-
<PAGE>
<PAGE>
     As  shown in the table above, Net Profits increased $6,924 (2.2%)
     for the three months ended June 30, 1997 as compared to the three
     months ended  June  30, 1996.   Of  this increase,  approximately
     $55,000 was related to  an increase in  the average price of  gas
     sold  and approximately  $28,000  was related  to  a decrease  in
     production  expenses  incurred  by  the  owners  of  the  Working
     Interests, partially offset by decreases of approximately $13,000
     and $53,000, respectively, related to decreases in volumes of oil
     and gas sold and a decrease of approximately $10,000 related to a
     decrease in  the average price of  oil sold.  Volumes  of oil and
     gas sold decreased 648 barrels  and 27,971 Mcf, respectively, for
     the three  months ended June  30, 1997  as compared to  the three
     months ended June 30, 1996.  The decrease in volumes  of gas sold
     resulted primarily  from (i) normal declines in production due to
     diminished gas reserves on several  wells and (ii) negative prior
     period  volume  adjustments made  by the  purchaser on  two wells
     during the three  months ended  June 30, 1997.   The decrease  in
     production  expenses resulted  primarily  from  (i) decreases  in
     volumes  of oil and  gas sold during the  three months ended June
     30, 1997 as compared to the  three months ended June 30, 1996 and
     (ii) the  sale of  one well  during  the third  quarter of  1996.
     Average oil prices decreased  to $18.23 per barrel for  the three
     months ended June  30, 1997 from $19.42 per barrel  for the three
     months ended June 30, 1996, while average gas prices increased to
     $2.48 per Mcf for the three months ended June 30, 1997 from $1.88
     per Mcf for the three months ended June 30, 1996.  

     Depletion of Net Profits  Interests decreased $21,993 (25.4%) for
     the three  months ended June  30, 1997  as compared to  the three
     months  ended June 30,  1996.   This decrease  resulted primarily
     from  (i) decreases  in volumes of  oil and  gas sold  during the
     three  months ended June 30, 1997 as compared to the three months
     ended June 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  20.3% for
     the three  months ended June  30, 1997 from  27.9% for  the three
     months  ended  June 30,  1996.    This  percentage  decrease  was
     primarily due  to the increase in  the average price  of gas sold
     during the three months  ended June 30, 1997  as compared to  the
     three months ended June 30, 1996.  

     General and  administrative expenses increased $2,407  (7.5%) for
     the three months  ended June 30,  1997 as compared  to the  three
     months ended June  30, 1996.   This  increase resulted  primarily
     from  increases  in  both  professional  fees  and  miscellaneous
     expenses  during the three months ended June 30, 1997 as compared
     to the three months ended June 30,  1996.  As a percentage of Net
     Profits, these expenses remained relatively constant at 10.9% for
     the three  months ended  June 30, 1997  and 10.4%  for the  three
     months ended June 30, 1996.

     SIX MONTHS  ENDED JUNE  30, 1997  AS COMPARED  TO THE  SIX MONTHS
     ENDED JUNE 30, 1996.
                                      Six Months Ended June 30,
                                      -------------------------
                                        1997             1996
                                      --------         --------
           Net Profits                $597,105         $620,610
           Barrels produced             17,127           18,695

                                 -31-
<PAGE>
<PAGE>
           Mcf produced                173,479          254,011
           Average price/Bbl          $  19.58         $  18.48
           Average price/Mcf          $   2.42         $   1.81

     As shown in the table above, Net Profits decreased $23,505 (3.8%)
     for  the six months  ended June 30,  1997 as compared  to the six
     months ended  June 30,  1996.   Of  this decrease,  approximately
     $29,000 and $146,000, respectively,  were related to decreases in
     volumes of oil  and gas  sold, partially offset  by increases  of
     approximately  $19,000 and  $106,000,  respectively,  related  to
     increases in  the  average prices  of  oil and  gas sold  and  an
     increase  of  approximately  $28,000  related to  a  decrease  in
     production  expenses  incurred  by  the  owners  of  the  Working
     Interests.  Volumes of  oil and gas sold decreased  1,568 barrels
     and 80,532 Mcf, respectively,  for the six months ended  June 30,
     1997  as compared  to the six  months ended  June 30,  1996.  The
     decrease in volumes  of gas  sold resulted primarily  from (i)  a
     negative prior period volume adjustment  made by the purchaser on
     one well  during the  six  months ended  June  30, 1997,  (ii)  a
     positive prior period volume adjustment made by the  purchaser on
     another well during the six months ended June 30, 1996, and (iii)
     a  normal decline in production due to diminished gas reserves on
     one well.  The decrease in production expenses resulted primarily
     from the  decreases in volumes of oil and gas sold during the six
     months ended June  30, 1997 as compared  to the six  months ended
     June 30,  1996.  Average oil  and gas prices increased  to $19.58
     per  barrel and $2.42 per  Mcf, respectively, for  the six months
     ended June  30, 1997 from  $18.48 per barrel  and $1.81  per Mcf,
     respectively, for the six months ended June 30, 1996.  

     Depletion of Net Profits  Interests decreased $56,640 (31.1%) for
     the six months ended June 30,  1997 as compared to the six months
     ended June 30, 1996.   This decrease resulted primarily  from (i)
     decreases in volumes  of oil and  gas sold during the  six months
     ended June 30, 1997 as compared  to the six months ended June 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 21.0% for the six months ended
     June 30,  1997 from 29.3% for the six months ended June 30, 1996.
     This percentage decrease  was primarily due  to the increases  in
     the average  prices of  oil and  gas sold during  the six  months
     ended June  30, 1997 as compared to the six months ended June 30,
     1996.  

     The P-1 Partnership recognized a non-cash charge against earnings
     of  $902,042 during  the six  months ended June  30, 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 six months  ended June 30,  1997 as compared  to the six
     months  ended June  30, 1996.   As  a percentage of  Net Profits,
     these expenses remained relatively constant  at 11.6% for the six
     months ended June  30, 1997 and  10.9% for  the six months  ended
     June 30, 1996.

                                 -32-
<PAGE>
<PAGE>
     Cumulative  cash distributions  to  the Limited  Partners through
     June  30, 1997  were  $9,354,558 or  86.56% of  Limited Partners'
     capital contributions.

     PARTNERSHIP P-2            

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

                                      Three Months Ended June 30,
                                      ---------------------------
                                        1997               1996
                                      --------           --------
           Net Profits                $178,224           $238,369
           Barrels produced              6,061              6,602
           Mcf produced                 78,104            100,789
           Average price/Bbl          $  18.25           $  19.56
           Average price/Mcf          $   1.56           $   1.87

     As shown  in  the  table  above, Net  Profits  decreased  $60,145
     (25.2%) for the  three months ended June 30, 1997  as compared to
     the  three months  ended  June  30,  1996.    Of  this  decrease,
     approximately $11,000 and $42,000,  respectively, were related to
     decreases in volumes of oil and gas sold and approximately $8,000
     and  $24,000,  respectively, were  related  to  decreases in  the
     average  prices of  oil  and gas  sold,  partially offset  by  an
     increase  of  approximately  $25,000  related to  a  decrease  in
     production  expenses  incurred  by  the  owners  of  the  Working
     Interests.  Volumes of oil and gas sold decreased 541 barrels and
     22,685 Mcf,  respectively, for  the three months  ended June  30,
     1997 as  compared to the three  months ended June 30,  1996.  The
     decrease  in volumes  of  gas sold  resulted  primarily from  (i)
     normal declines in production due  to diminished gas reserves  on
     three wells and  (ii) a negative  prior period volume  adjustment
     made by the purchaser  on one well during the  three months ended
     June  30, 1997.   The  decrease in  production expenses  resulted
     primarily from (i)  the decreases in volumes of oil  and gas sold
     during the three  months ended June 30,  1997 as compared to  the
     three  months  ended  June  30,  1996  and  (ii)  a  decrease  in
     production  taxes associated  with  the decrease  in Net  Profits
     discussed  above.  Average oil and gas prices decreased to $18.25
     per  barrel and $1.56 per Mcf, respectively, for the three months
     ended June  30, 1997 from  $19.56 per  barrel and $1.87  per Mcf,
     respectively, for the three months ended June 30, 1996. 

     Depletion of Net Profits  Interests decreased $24,399 (31.1%) for
     the three  months ended  June 30, 1997  as compared to  the three
     months ended  June 30,  1996.  This  decrease resulted  primarily
     from (i) decreases  in volumes  of oil  and gas  sold during  the
     three months ended June 30, 1997 as compared to  the three months
     ended June 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  30.3% for
     the three  months ended June  30, 1997  from 32.9% for  the three
     months  ended  June  30,  1996.   This  percentage  decrease  was
     primarily  due to the dollar decrease in Depletion of Net Profits
     Interests  discussed above, partially offset by a decrease in the
     average prices of  oil and gas sold during the three months ended
     June 30,  1997 as  compared to  the three  months ended  June 30,
     1996. 
 
                                -33-
<PAGE>
<PAGE>
     General and  administrative expenses increased  $1,888 (7.0%) for
     the three  months ended June  30, 1997 as  compared to the  three
     months ended  June 30,  1996.  This  increase resulted  primarily
     from  increases  in  both  professional  fees  and  miscellaneous
     expenses  during the three months ended June 30, 1997 as compared
     to the three months ended June 30, 1996.  As a percentage  of Net
     Profits, these  expenses increased to 16.2% for  the three months
     ended June  30, 1997 from 11.3%  for the three  months ended June
     30,  1996.   This percentage  increase was  primarily due  to the
     decrease in Net Profits discussed above.

     SIX  MONTHS ENDED  JUNE 30, 1997  AS COMPARED  TO THE  SIX MONTHS
     ENDED JUNE 30, 1996.
                                      Six Months Ended June 30,
                                      -------------------------
                                        1997             1996
                                      --------         --------
           Net Profits                $469,338         $478,042
           Barrels produced             12,143           13,431
           Mcf produced                149,715          214,514
           Average price/Bbl          $  19.59         $  18.58
           Average price/Mcf          $   2.47         $   1.81

     As shown  in  the table  above, Net  Profits remained  relatively
     constant for the  six months ended June  30, 1997 as  compared to
     the six months ended June 30, 1996.  While volumes of oil and gas
     sold decreased for the six months ended June 30, 1997 as compared
     to the six months ended June 30, 1996, any  resulting decrease in
     Net Profits was offset by increases in the average prices of  oil
     and gas sold and a  decrease in production expenses.   Volumes of
     oil  and  gas  sold  decreased  1,288  barrels  and  64,799  Mcf,
     respectively,  for the six months ended June 30, 1997 as compared
     to the six months ended  June 30, 1996.  The decrease  in volumes
     of gas sold resulted  primarily from (i) a negative  prior period
     volume  adjustment made by the  purchaser on one  well during the
     six  months ended  June 30,  1997, (ii)  a positive  prior period
     volume adjustment made  by the purchaser  on another well  during
     the six months ended June 30, 1996,  and (iii) normal declines in
     production  due to diminished gas  reserves on three  wells.  The
     decrease  in production  expenses  resulted  primarily  from  the
     decreases in  volumes of oil and  gas sold during  the six months
     ended June  30, 1997 as compared to the six months ended June 30,
     1996.  Average oil and gas  prices increased to $19.59 per barrel
     and  $2.47 per Mcf, respectively,  for the six  months ended June
     30,  1997 from $18.58 per barrel and $1.81 per Mcf, respectively,
     for the six months ended June 30, 1996.  

     Depletion of Net Profits  Interests decreased $59,784 (36.3%) for
     the six months ended June 30, 1997 as compared to  the six months
     ended June 30, 1996.   This decrease resulted primarily  from (i)
     decreases in volumes of  oil and gas  sold during the six  months
     ended June 30, 1997 as compared to the six months  ended June 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 22.4% for the six months ended
     June 30, 1997 from 34.5% for  the six months ended June 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
     six months ended  June 30,  1997 as  compared to  the six  months
     ended June 30, 1996.  

                                 -34-
<PAGE>
<PAGE>
     The P-2 Partnership recognized a non-cash charge against earnings
     of  $727,893 during  the six  months ended June  30, 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 six  months ended June  30, 1997 as  compared to the  six
     months  ended June  30, 1996.   As  a percentage of  Net Profits,
     these expenses remained relatively constant at 12.3%  for the six
     months ended June  30, 1997 and  11.8% for  the six months  ended
     June 30, 1996.

     Cumulative  cash distributions  to the  Limited  Partners through
     June  30, 1997  were  $7,136,561 or  79.21% of  Limited Partners'
     capital contributions.

     PARTNERSHIP P-3

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

                                     Three Months Ended June 30,
                                     ---------------------------
                                        1997              1996
                                      --------          --------
           Net Profits                $338,563          $442,574
           Barrels produced             11,179            12,234
           Mcf produced                147,613           190,142
           Average price/Bbl          $  18.25          $  19.57
           Average price/Mcf          $   1.62          $   1.86

     As  shown in  the  table above,  Net  Profits decreased  $104,011
     (23.5%)  for the three months ended  June 30, 1997 as compared to
     the  three months  ended  June  30,  1996.    Of  this  decrease,
     approximately $21,000 and $79,000, respectively, were  related to
     decreases  in  volumes  of  oil and  gas  sold  and approximately
     $15,000 and  $35,000, respectively, were related  to decreases in
     the  average prices of  oil and gas sold,  partially offset by an
     increase  of  approximately  $45,000  related to  a  decrease  in
     production  expenses  incurred  by  the  owners  of  the  Working
     Interests.  Volumes of  oil and gas sold decreased  1,055 barrels
     and 42,529 Mcf, respectively, for the three months ended June 30,
     1997 as  compared to the three  months ended June 30,  1996.  The
     decrease  in volumes  of  gas sold  resulted  primarily from  (i)
     normal declines in production due  to diminished gas reserves  on
     three  wells and  (ii) negative  prior period  volume adjustments
     made by the purchaser  on two wells during the three months ended
     June  30, 1997.   The  decrease in  production expenses  resulted
     primarily  from  the decreases  in volumes  of  oil and  gas sold
     during the three  months ended June  30, 1997 as compared  to the
     three months  ended June 30,  1996.  Average  oil and gas  prices
     decreased  to $18.25 per barrel  and $1.62 per Mcf, respectively,
     for the three  months ended June 30, 1997 from  $19.57 per barrel
     and  $1.86 per Mcf, respectively, for the three months ended June
     30, 1996. 

                                 -35-
<PAGE>
<PAGE>
     Depletion of Net Profits  Interests decreased $46,958 (31.9%) for
     the three  months ended June  30, 1997 as  compared to the  three
     months ended  June 30,  1996.  This  decrease resulted  primarily
     from (i)  decreases in  volumes of  oil and  gas sold  during the
     three months ended June 30, 1997 as  compared to the three months
     ended June 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  29.6% for
     the three months  ended June  30, 1997 from  33.2% for the  three
     months  ended  June  30,  1996.   This  percentage  decrease  was
     primarily  due to the dollar decrease in Depletion of Net Profits
     Interests discussed  above, partially  offset by the  decrease in
     the  average prices of oil  and gas sold  during the three months
     ended June 30,  1997 as compared to  the three months  ended June
     30, 1996.

     General and administrative  expenses increased $3,766  (7.5%) for
     the  three months ended  June 30, 1997  as compared to  the three
     months ended June  30, 1996.   This  increase resulted  primarily
     from  increases  in  both  professional  fees  and  miscellaneous
     expenses  during the three months ended June 30, 1997 as compared
     to  the three months ended June 30, 1996.  As a percentage of Net
     Profits, these expenses  increased to 16.0% for  the three months
     ended  June 30, 1997 from  11.4% for the  three months ended June
     30,  1996.   This percentage  increase was  primarily due  to the
     decrease in Net Profits discussed above.

     SIX MONTHS  ENDED JUNE 30,  1997 AS  COMPARED TO  THE SIX  MONTHS
     ENDED JUNE 30, 1996.
                                      Six Months Ended June 30,
                                      -------------------------
                                        1997             1996
                                      --------         --------
           Net Profits                $876,433         $890,130
           Barrels produced             22,418           24,885
           Mcf produced                282,427          404,994
           Average price/Bbl          $  19.60         $  18.58
           Average price/Mcf          $   2.47         $   1.80

     As  shown in  the table  above, Net  Profits  remained relatively
     constant for  the six months ended  June 30, 1997  as compared to
     the six months ended June 30, 1996.  While volumes of oil and gas
     sold decreased for the six months ended June 30, 1997 as compared
     to the six months ended June 30, 1996,  any resulting decrease in
     Net Profits was offset by increases in the average prices  of oil
     and  gas sold and a  decrease in production  expenses incurred by
     the owner of the Working Interests.   Volumes of oil and gas sold
     decreased 2,467  barrels and  122,567 Mcf, respectively,  for the
     six months ended  June 30,  1997 as  compared to  the six  months
     ended  June 30,  1996.   The  decrease  in  volumes of  gas  sold
     resulted  primarily  from  (i)  a negative  prior  period  volume
     adjustment  made  by the  purchaser on  one  well during  the six
     months ended June 30,  1997, (ii) a positive prior  period volume
     adjustment made by the  purchaser on another well during  the six
     months  ended  June  30,  1996,  and  (iii)  normal  declines  in
     production  due to diminished gas  reserves on three  wells.  The
     decrease in production expenses resulted primarily from decreases
     in  volumes of oil and gas sold  during the six months ended June
     30,  1997 as  compared to  the six  months ended  June 30,  1996.
     Average oil and  gas prices  increased to $19.60  per barrel  and
     $2.47  per Mcf, respectively, for  the six months  ended June 30,

                                 -36-
<PAGE>
<PAGE>
     1997  from $18.58 per barrel and $1.80 per Mcf, respectively, for
     the six months ended June 30, 1996.  

     Depletion of Net Profits Interests decreased $114,917 (37.1%) for
     the six months ended June 30,  1997 as compared to the six months
     ended June 30, 1996.   This decrease resulted primarily  from (i)
     decreases in volumes of  oil and gas  sold during the six  months
     ended June 30, 1997 as compared  to the six months ended June 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 22.2% for the six months ended
     June 30,  1997 from 34.8% for the six months ended June 30, 1996.
     This percentage decrease was primarily due to the dollar decrease
     in  Depletion of Net Profits discussed above and the increases in
     the average  prices of  oil and  gas sold  during the  six months
     ended June 30, 1997 as compared to the six months  ended June 30,
     1996.  

     The P-3 Partnership recognized a non-cash charge against earnings
     of $1,413,917 during the  six months ended June  30, 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  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 six  months ended June  30, 1997 as  compared to the  six
     months ended  June 30,  1996.   As a  percentage of  Net Profits,
     these expenses remained relatively constant at 12.4%  for the six
     months ended June  30, 1997 and  11.9% for the  six months  ended
     June 30, 1996.

     Cumulative  cash distributions  to the  Limited Partners  through
     June 30,  1997 were $12,802,401  or 75.47%  of Limited  Partners'
     capital contributions.

     PARTNERSHIP P-4            

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

                                     Three Months Ended June 30,
                                     --------------------------- 
                                        1997              1996
                                      --------          --------
           Net Profits                $317,362          $368,788
           Barrels produced              5,097             6,243
           Mcf produced                136,684           184,689
           Average price/Bbl          $  18.90          $  20.04
           Average price/Mcf          $   2.36          $   2.00

     As shown  in  the  table  above, Net  Profits  decreased  $51,426
     (13.9%) for the three  months ended June 30, 1997  as compared to
     the  three months  ended  June  30,  1996.    Of  this  decrease,
     approximately  $23,000 and $96,000, 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,

                                 -37-
<PAGE>
<PAGE>
     partially offset by an  increase of approximately $49,000 related
     to an increase  in the average price of gas  sold and an increase
     of  approximately $25,000  related  to a  decrease in  production
     expenses  incurred  by  the  owners  of  the  Working  Interests.
     Volumes  of oil and gas  sold decreased 1,146  barrels and 48,005
     Mcf,  respectively, for the three  months ended June  30, 1997 as
     compared to the  three months ended June 30,  1996.  The decrease
     in  volumes of  oil  sold  resulted  primarily  from  (i)  normal
     declines in  production due to  diminished oil reserves  on three
     wells and (ii) the sale of one oil producing well during the last
     half of  1996.   The  decrease in  volumes of  gas sold  resulted
     primarily  from   (i)  normal  declines  in   production  due  to
     diminished gas reserves on  several wells, (ii) the sale  of four
     gas producing wells during the last  half of 1996, and (iii)  the
     sale of two  gas producing  wells during the  three months  ended
     June 30,  1997.   The  decrease in  production expenses  resulted
     primarily  from decreases in volumes  of oil and  gas sold during
     the  three months ended  June 30, 1997  as compared to  the three
     months  ended June  30, 1996.   Average  oil prices  decreased to
     $18.90  per barrel for the three months  ended June 30, 1997 from
     $20.04 per barrel for the three months ended June 30, 1996, while
     average  gas  prices increased  to $2.36  per  Mcf for  the three
     months ended  June 30,  1997  from $2.00  per Mcf  for the  three
     months ended June 30, 1996. 

     Depletion of Net Profits  Interests decreased $63,712 (36.3%) for
     the three months  ended June 30,  1997 as  compared to the  three
     months ended June  30, 1996.   This  decrease resulted  primarily
     from (i)  decreases in  volumes of oil  and gas  sold during  the
     three months  ended June 30, 1997 as compared to the three months
     ended June 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 35.2% for
     the three months  ended June 30,  1997 from 47.6%  for the  three
     months  ended June  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 June  30,  1997 as
     compared to the three months ended June 30, 1996. 

     General  and administrative expenses  increased $2,734 (7.3%) for
     the three months  ended June  30, 1997 as  compared to the  three
     months  ended June  30, 1996.   This increase  resulted primarily
     from  increases  in  both  professional  fees  and  miscellaneous
     expenses  during the three months ended June 30, 1997 as compared
     to the three months  ended June 30, 1996.  As a percentage of Net
     Profits,  these expenses increased to 12.7%  for the three months
     ended June  30, 1997 from 10.2%  for the three months  ended June
     30,  1996.   This percentage  increase was  primarily due  to the
     decrease in Net Profits for the three months ended  June 30, 1997
     as compared to the three months ended June 30, 1996.

     SIX MONTHS  ENDED JUNE  30, 1997  AS COMPARED  TO THE SIX  MONTHS
     ENDED JUNE 30, 1996.

                                      Six Months Ended June 30,
                                      ------------------------- 
                                        1997             1996
                                      --------         --------
           Net Profits                $724,735         $714,486
           Barrels produced             10,511           12,469


                                 -38-
<PAGE>
<PAGE>
           Mcf produced                279,299          364,510
           Average price/Bbl          $  20.36         $  19.65
           Average price/Mcf          $   2.55         $   1.92

     As  shown in  the table  above, Net  Profits remained  relatively
     constant for  the six months  ended June 30, 1997  as compared to
     the six months ended June 30, 1996.  While volumes of oil and gas
     sold decreased for the six months ended June 30, 1997 as compared
     to the six months  ended June 30, 1996, any resulting decrease in
     Net Profits was offset by increases  in the average prices of oil
     and  gas sold and a  decrease in production  expenses incurred by
     the owners of the Working Interests.  Volumes of oil and gas sold
     decreased 1,958 barrels and 85,211 Mcf, respectively, for the six
     months ended June  30, 1997 as compared  to the six  months ended
     June 30,  1996.   The decrease  in volumes  of oil  sold resulted
     primarily  from   (i)  normal  declines  in   production  due  to
     diminished oil reserves on three wells, (ii) the sale  of one oil
     producing  well during  the  last half  of  1996, and  (iii)  the
     shutting-in  of one well during  the three months  ended June 30,
     1997  due to mechanical difficulties.  The decrease in volumes of
     gas  sold   resulted  primarily  from  (i)   normal  declines  in
     production due to  diminished gas reserves on several wells, (ii)
     a positive prior  period volume adjustment made  by the purchaser
     on one  well during the six months ended June 30, 1996, and (iii)
     the sale of several gas producing  wells during the last half  of
     1996.   The  decrease in  production expenses  resulted primarily
     from decreases in  volumes of  oil and  gas sold  during the  six
     months ended  June 30, 1997  as compared to the  six months ended
     June 30, 1996.   Average oil and  gas prices increased to  $20.36
     per  barrel and $2.55 per  Mcf, respectively, for  the six months
     ended June 30,  1997 from  $19.65 per barrel  and $1.92 per  Mcf,
     respectively, for the six months ended June 30, 1996.  

     Depletion of Net Profits Interests decreased $118,253 (34.1%) for
     the six months ended June 30,  1997 as compared to the six months
     ended June 30, 1996.   This decrease resulted primarily  from (i)
     decreases in  volumes of oil and  gas sold during the  six months
     ended June 30, 1997 as compared  to the six months ended June 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 31.6% for the six months ended
     June 30,  1997 from 48.6% for the six months ended June 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
     six  months ended  June 30,  1997 as compared  to the  six months
     ended June 30, 1996.  

     The P-4 Partnership recognized a non-cash charge against earnings
     of $752,388  during the six  months ended  June 30,  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-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 six  months ended June  30, 1997 as  compared to the  six

                                 -39-
<PAGE>
<PAGE>
     months  ended June  30, 1996.   As a  percentage of  Net Profits,
     these expenses remained relatively constant at 10.9% for  the six
     months ended  June 30,  1997 and 11.0%  for the six  months ended
     June 30, 1996.

     Cumulative cash  distributions  to the  Limited Partners  through
     June  30, 1997  were $10,663,945 or  84.43% of  Limited Partners'
     capital contributions.

     PARTNERSHIP P-5            

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

                                     Three Months Ended June 30,
                                     ---------------------------
                                        1997              1996
                                      --------          --------
           Net Profits                $161,365          $266,293
           Barrels produced              1,918             2,537
           Mcf produced                113,044           160,698
           Average price/Bbl          $  21.83          $  19.36
           Average price/Mcf          $   1.55          $   1.82

     As  shown  in the  table  above, Net  Profits  decreased $104,928
     (39.4%) for the  three months ended June 30, 1997  as compared to
     the  three months  ended  June  30,  1996.    Of  this  decrease,
     approximately $12,000 and $87,000,  respectively, were related to
     decreases in  volumes  of  oil  and gas  sold  and  approximately
     $31,000  was related  to a decrease  in the average  price of gas
     sold, partially  offset by  an increase of  approximately $21,000
     related  to a  decrease in  production expenses  incurred by  the
     owners  of the Working  Interests.  Volumes  of oil  and gas sold
     decreased 619 barrels and 47,654 Mcf, respectively, for the three
     months  ended June 30, 1997 as compared to the three months ended
     June  30, 1996.   The  decrease 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 June 30,
     1996.  The  decrease in  volumes of gas  sold resulted  primarily
     from  (i) normal  declines in  production due  to  diminished gas
     reserves on several  wells, (ii)  the sale of  one gas  producing
     well  during  the  three months  ended  June  30,  1997, (iii)  a
     negative prior period volume adjustment made by the purchaser  on
     one well during the three months  ended June 30, 1997, and (iv) a
     positive prior period volume adjustment  made by the purchaser on
     another  well during the three  months ended June  30, 1996.  The
     decrease in production expenses resulted primarily from decreases
     in volumes of oil and gas sold during the three months ended June
     30, 1997 as  compared to the  three months  ended June 30,  1996.
     Average oil prices increased  to $21.83 per barrel for  the three
     months ended June  30, 1997 from $19.36 per  barrel for the three
     months ended June 30, 1996, while average gas prices decreased to
     $1.55 per Mcf for the three months ended June 30, 1997 from $1.82
     per Mcf for the three months ended June 30, 1996. 

     Depletion of Net Profits  Interests decreased $60,234 (47.6%) for
     the three  months ended June  30, 1997 as  compared to the  three
     months ended  June 30,  1996.   This decrease resulted  primarily
     from (i)  decreases in  volumes of  oil and  gas sold  during the
     three months ended June 30, 1997 as  compared to the three months
     ended June 30, 1996 and (ii) upward revisions in the estimates of

                                 -40-
<PAGE>
<PAGE>
     remaining  oil  and gas  reserves  at December  31,  1996.   As a
     percentage of  Net Profits, this  expense decreased to  41.2% for
     the three  months ended  June 30, 1997  from 47.6% for  the three
     months  ended  June 30,  1996.    This  percentage  decrease  was
     primarily  due to the dollar decrease in Depletion of Net Profits
     Interests discussed above. 

     General and  administrative expenses increased  $2,561 (7.2%) for
     the three months  ended June  30, 1997 as  compared to the  three
     months ended June  30, 1996.   This  increase resulted  primarily
     from  increases  in  both  professional  fees  and  miscellaneous
     expenses  during the three months ended June 30, 1997 as compared
     to the three months ended June 30, 1996.   As a percentage of Net
     Profits, these expenses  increased to 23.5% for  the three months
     ended June  30, 1997 from 13.3%  for the three months  ended June
     30,  1996.   This percentage  increase was  primarily due  to the
     decrease in Net Profits discussed above.

     SIX MONTHS  ENDED JUNE  30, 1997  AS COMPARED TO  THE SIX  MONTHS
     ENDED JUNE 30, 1996.

                                      Six Months Ended June 30,
                                      -------------------------
                                        1997             1996
                                      --------         --------
           Net Profits                $502,680         $546,443
           Barrels produced              4,185            6,015
           Mcf produced                259,781          334,938
           Average price/Bbl          $  21.27         $  18.57
           Average price/Mcf          $   2.14         $   1.78

     As shown in the table above, Net Profits decreased $43,763 (8.0%)
     for  the six months  ended June 30,  1997 as compared  to the six
     months ended  June 30,  1996.   Of  this decrease,  approximately
     $34,000 and $134,000, respectively,  were related to decreases in
     volumes of oil  and gas  sold, partially offset  by increases  of
     approximately  $11,000  and  $94,000,  respectively,  related  to
     increases  in  the average  prices  of oil  and gas  sold  and an
     increase  of  approximately  $21,000  related to  a  decrease  in
     production  expenses  incurred  by  the  owners  of  the  Working
     Interests.  Volumes of  oil and gas sold decreased  1,830 barrels
     and 75,157 Mcf, respectively,  for the six months ended  June 30,
     1997  as compared  to the six  months ended  June 30,  1996.  The
     decrease  in volumes  of  oil sold  resulted  primarily from  (i)
     normal declines in  production due to diminished  oil reserves on
     three wells and  (ii) a positive  prior period volume  adjustment
     made by  the purchaser  on one well  during the six  months ended
     June 30,  1996.   The decrease  in volumes  of gas  sold resulted
     primarily  from   (i)  normal  declines  in   production  due  to
     diminished  gas reserves  on several  wells and  (ii) a  positive
     prior  period volume adjustment made by the purchaser on one well
     during  the six  months ended  June 30,  1996.   The  decrease in
     production expenses resulted primarily from  decreases in volumes
     of oil and gas sold  during the six months ended June 30, 1997 as
     compared to the six months ended June 30, 1996.   Average oil and
     gas  prices increased  to $21.27  per barrel  and $2.14  per Mcf,
     respectively,  for the six months ended June 30, 1997 from $18.57
     per  barrel and $1.78 per  Mcf, respectively, for  the six months
     ended June 30, 1996.  

     Depletion of Net Profits Interests decreased $115,198 (43.1%) for

                                 -41-
<PAGE>
<PAGE>
     the six months ended June 30, 1997 as compared to  the six months
     ended June 30, 1996.   This decrease resulted primarily  from (i)
     decreases in volumes  of oil and gas  sold during the  six months
     ended June 30, 1997 as compared to the six months  ended June 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 30.2% for the six months ended
     June 30, 1997 from 48.9% for  the six months ended June 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
     six  months ended  June 30, 1997  as compared  to the  six months
     ended June 30, 1996.  

     The P-5 Partnership recognized a non-cash charge against earnings
     of $1,018,067 during  the six months ended  June 30, 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 six months  ended June 30,  1997 as compared  to the six
     months ended  June 30, 1996.   As  a percentage  of Net  Profits,
     these expenses increased to  15.2% for the six months  ended June
     30, 1997  from 13.5% for the six months ended June 30, 1996. This
     percentage  increase was  primarily due  to the  decrease  in Net
     Profits discussed above. 

     Cumulative cash  distributions  to the  Limited Partners  through
     June 30,  1997 were  $5,934,759 or  50.10%  of Limited  Partners'
     capital contributions.

     PARTNERSHIP P-6            

     THREE MONTHS ENDED JUNE 30, 1997 AS COMPARED TO THE THREE  MONTHS
     ENDED JUNE 30, 1996.
                                     Three Months Ended June 30,
                                     ---------------------------
                                        1997              1996
                                      --------          --------
           Net Profits                $407,320          $346,050
           Barrels produced              4,516             5,799
           Mcf produced                270,185           254,756
           Average price/Bbl          $  20.56          $  20.22
           Average price/Mcf          $   1.80          $   1.61

     As  shown in  the  table  above,  Net Profits  increased  $61,270
     (17.7%)  for the three months ended June  30, 1997 as compared to
     the  three months  ended  June  30,  1996.    Of  this  increase,
     approximately $25,000 and $51,000, respectively, were  related to
     increases in the volumes and average price of gas sold, partially
     offset  by  a decrease  of  approximately  $26,000  related to  a
     decrease in volumes of oil sold.   Volumes of oil sold  decreased
     1,283 barrels,  while volumes of  gas sold increased  15,429 Mcf,
     for the three months ended June 30, 1997 as compared to the three
     months ended June 30, 1996.  The decrease in volumes  of oil sold

                                 -42-
<PAGE>
<PAGE>
     resulted primarily from (i) normal declines  in production due to
     diminished  oil reserves on several wells,  (ii) a positive prior
     period volume adjustment made by the purchaser on one well during
     the three months ended  June 30, 1996, and (iii)  the shutting-in
     of two wells  during the three months ended June  30, 1997 due to
     mechanical difficulties.  Average oil and gas prices increased to
     $20.56  per barrel and $1.80 per Mcf, respectively, for the three
     months ended June 30, 1997  from $20.22 per barrel and  $1.61 per
     Mcf, respectively, for the three months ended June 30, 1996. 

     Depletion of Net Profits  Interests decreased $25,882 (13.0%) for
     the three months  ended June 30,  1997 as compared  to the  three
     months ended  June 30,  1996.   This decrease resulted  primarily
     from 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  42.7% for the three months  ended June
     30, 1997  from 57.7% for  the three months  ended June  30, 1996.
     This percentage  decrease was primarily  due to increases  in the
     average prices  of oil and gas sold during the three months ended
     June 30,  1997 as  compared to  the three  months ended June  30,
     1996. 

     General and  administrative expenses increased $2,453  (5.8%) for
     the three  months ended June  30, 1997 as  compared to the  three
     months  ended June  30, 1996.   This increase  resulted primarily
     from  an increase  in professional  fees during the  three months
     ended June 30,  1997 as compared to  the three months ended  June
     30,  1996.    As a  percentage  of  Net  Profits, these  expenses
     decreased to 11.1% for the three months ended June 30, 1997  from
     12.3% for  the three months ended June 30, 1996.  This percentage
     decrease  was primarily due to the increase  in oil and gas sales
     discussed above.

     SIX  MONTHS ENDED  JUNE 30, 1997  AS COMPARED  TO THE  SIX MONTHS
     ENDED JUNE 30, 1996.
                                      Six Months Ended June 30,
                                      -------------------------
                                        1997             1996
                                      --------         --------
           Net Profits                $951,960         $848,146
           Barrels produced              8,819           11,505
           Mcf produced                505,235          539,769
           Average price/Bbl          $  20.89         $  19.10
           Average price/Mcf          $   2.30         $   1.83

     As  shown  in the  table  above, Net  Profits  increased $103,814
     (12.2%) for the six months ended June 30, 1997 as compared to the
     six  months ended June 30, 1996.  Of this increase, approximately
     $16,000 and $237,000, respectively,  were related to increases in
     the  average  prices of  oil and  gas  sold, partially  offset by
     decreases of  approximately  $51,000 and  $63,000,  respectively,
     related  to decreases  in  volumes  of oil  and  gas sold  and  a
     decrease  of  approximately $33,000  related  to  an increase  in
     production  expenses  incurred  by  the  owners  of  the  Working
     Interests.  Volumes of  oil and gas sold decreased  2,686 barrels
     and 34,534 Mcf, respectively,  for the six months ended  June 30,
     1997 as  compared to the  six months  ended June 30,  1996.   The
     decrease in volumes  of oil sold  resulted primarily from  normal
     declines in production due to  diminished oil reserves on several
     wells.   The increase  in production expenses  resulted primarily
     from  (i) an  increase in  ad valorem  taxes incurred  on several

                                 -43-
<PAGE>
<PAGE>
     wells during the  six months ended  June 30, 1997 as  compared to
     the six months  ended June  30, 1996 and  (ii) workover  expenses
     incurred during the  six months ended June  30, 1997 in  order to
     improve  production  capabilities  on  several  wells,  partially
     offset by decreases in volumes of oil and gas sold during the six
     months ended  June 30, 1997  as compared to the  six months ended
     June 30, 1996.   Average oil and  gas prices increased to  $20.89
     per  barrel and $2.30 per  Mcf, respectively, for  the six months
     ended June 30,  1997 from  $19.10 per barrel  and $1.83 per  Mcf,
     respectively, for the six months ended June 30, 1996.  

     Depletion of Net Profits  Interests decreased $93,555 (22.3%) for
     the six months ended June 30, 1997 as compared to  the six months
     ended June 30, 1996.   This decrease resulted primarily  from (i)
     decreases in  volumes of oil and  gas sold during the  six months
     ended June 30, 1997 as compared to the six months  ended June 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 34.3% for the six months ended
     June 30, 1997 from 49.5% for  the six months ended June 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
     six  months ended  June 30,  1997 as compared  to the  six months
     ended June 30, 1996.  

     The P-6 Partnership recognized a non-cash charge against earnings
     of $898,584  during the six  months ended  June 30,  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 six months  ended June 30,  1997 as compared  to the six
     months ended  June 30,  1996.  As  a percentage  of Net  Profits,
     these  expenses decreased to 9.7%  for the six  months ended June
     30, 1997 from 10.5% for the six months ended June 30, 1996.  This
     percentage  decrease was primarily due to the increase in oil and
     gas sales discussed above.

     Cumulative  cash  distributions to  the Limited  Partners through
     June  30, 1997  were  $7,746,248 or  54.15%  of Limited  Partners
     capital contributions.

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


ITEM 1.  LEGAL PROCEEDINGS

     As further described in the  Partnerships' Annual Report on  Form
     10-K for the  year ended December 31, 1996  (the "Form 10-K") the
     Partnerships are included in the subject matter of a class action
     lawsuit  entitled  "In  Re:  PaineWebber   Limited  Partnerships'
     Litigation",  Case No. 94-CIV-8558, U.S. District Court, Southern
     District of New  York.  On July 30, 1997  the United States Court
     of Appeals for the Second Circuit issued an opinion affirming the
     terms  of  the  federal  district court's  order  confirming  the
     settlement of this  lawsuit.   The terms of  said settlement  are
     described in the Form 10-K.


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  June 30, 1997  and for the
               six months ended June 30, 1997, filed herewith.

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

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

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

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


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

               All other exhibits are omitted as inapplicable.

     (b)  Reports on Form 8-K:

          None.

                                 -45-
<PAGE>
<PAGE>
                              SIGNATURES


Pursuant to the requirements  of the Securities Exchange Act  of 1934,
the Registrant has duly caused this  report to be signed on its behalf
by the undersigned, thereunto duly authorized.


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


                              (Registrant)

                              By:  GEODYNE RESOURCES, INC.            
     

                                   General Partner




Date:  August 12, 1997        By:    /s/Dennis R. Neill
                                 -------------------------------
                                    (Signature)
                                    Dennis R. Neill
                                    President



Date:  August 12, 1997        By:    /s/Patrick M. Hall
                                 -------------------------------
                                    (Signature)
                                    Patrick M. Hall
                                    Principal Accounting Officer

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

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

27.1      Financial   Data   Schedule  containing   summary  financial
          information extracted from the Geodyne Institutional/Pension
          Energy Income P-1 Limited Partnership's financial statements
          as of  June 30, 1997 and  for the six months  ended June 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  June 30, 1997 and  for the six months  ended June 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  June 30, 1997 and  for the six months  ended June 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  June 30, 1997 and  for the six months  ended June 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  June 30, 1997 and  for the six months  ended June 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  June 30, 1997 and  for the six months  ended June 30,
          1997, filed herewith.

          All other exhibits are omitted as inapplicable.
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