GEODYNE INSTITUTIONAL PENSION ENERGY INCOME P-1 LTD PTNSHIP
General        The Geodyne  Institutional/Pension  Energy Income P-1 Limited  Partnership (the "P-1 Partnership") is a limited  partnership formed under the Texas Revised Limited  Partnership  Act and the Geodyne  Institutional/Pension  Energy  Income Limited Partnership P-3 (the "P-3 Partnership"),  Geodyne  Institutional/Pension Energy  Income  Limited  Partnership  P-4  (the  "P-4   Partnership"),   Geodyne Institutional/Pension   Energy  Income   Limited   Partnership   P-5  (the  "P-5 Partnership"),   and  Geodyne   Institutional/Pension   Energy  Income   Limited Partnership P-6 (the "P-6  Partnership") are limited  partnerships  formed under the  Oklahoma  Revised  Uniform  Limited  Partnership  Act  (collectively,   the "Partnerships").  Each  Partnership  is  composed  of  Geodyne  Resources,  Inc. ("Geodyne"),   a  Delaware   corporation,   as  the  general  partner,   Geodyne Institutional  Depository Company, a Delaware  corporation,  as the sole initial limited  partner,  and public  investors as  substitute  limited  partners  (the "Limited  Partners").  The  Partnerships  commenced  operations on the dates set forth below:                                     Date of             Partnership          Activation             -----------       -----------------                  P-1           October 25, 1988                 P-3           May 10, 1989                 P-4           November 21, 1989                 P-5           February 27, 1990                 P-6           September 5, 1990         Immediately following  activation,  each Partnership invested as a general partner in a separate  Oklahoma general  partnership which actually conducts the Partnerships'  operations.  Geodyne  serves as managing  partner of such general partnerships.  Unless the context  indicates  otherwise,  all  references to any single Partnership or all of the Partnerships in this Annual Report on Form 10-K ("Annual  Report") are  references to the  Partnership  and its related  general partnership,  collectively. In addition, unless the context indicates otherwise, all references to the "General  Partner" in this Annual Report are references to Geodyne as the general partner of the Partnerships,  and as the managing partner of the related general partnerships.        The  General  Partner  currently  serves as general  partner of 26 limited partnerships,  including the Partnerships. The General Partner is a wholly-owned subsidiary  of Samson  Investment  Company.  Samson  Investment  Company and its various  corporate  subsidiaries,  including the General  Partner  (collectively "Samson"),  are  primarily  engaged in the  production  and  development  of and exploration  for oil and gas  reserves  and the  acquisition  and  operation  of producing   properties.   At  December  31,  2005,  Samson  owned  interests  in approximately 18,000 oil                                          -4-     and gas wells  located in 18 states of the United  States and the  countries  of Canada and Venezuela.  At December 31, 2005, Samson operated approximately 5,700 oil and gas wells located in 14 states of the United  States,  as well as Canada and Venezuela.        The  Partnerships  are  currently  engaged in the  business  of owning net profits  and  royalty  interests  in  oil  and  gas  properties  located  in the continental  United States.  Most of the net profits  interests  acquired by the Partnerships have been carved out of working  interests in producing  properties ("Working  Interests")  which were acquired by affiliated oil and gas investment programs  (the  "Affiliated  Programs").   Net  profits  interests  entitle  the Partnerships to a share of net revenues from producing  properties measured by a specific  percentage of the net profits realized by such Affiliated  Programs on those   properties.   Except  where  otherwise  noted,   references  to  certain operational  activities of the  Partnerships  are actually the activities of the Affiliated  Programs.  As the holder of a net profits interest, a Partnership is not liable to pay any amount by which oil and gas  operating  costs and expenses exceed revenues for any period, although any deficit, together with interest, is applied to reduce the amounts payable to the Partnership in subsequent  periods. As used throughout this Annual Report, the Partnerships' net profits and royalty interests  in oil and gas sales will be  referred  to as "Net  Profits"  and the Partnerships'  net profits and royalty  interests in oil and gas properties will be collectively referred to as "Net Profits Interests."        In order to  prudently  manage the  properties  which are  burdened by the Partnerships'  Net  Profits  Interests,  it  may  be  appropriate  for  drilling operations  to be  conducted on such  properties.  Since the  Partnerships'  Net Profits are calculated  after  considering  such costs,  the  Partnerships  also indirectly engage in development drilling.        As limited partnerships,  the Partnerships have no officers, directors, or employees. They rely instead on the personnel of the General Partner and Samson. As of February  15,  2006,  Samson  employed  approximately  1,300  persons.  No employees  are  covered by  collective  bargaining  agreements,  and  management believes  that  Samson  provides a sound  employee  relations  environment.  For information  regarding the executive officers of the General Partner,  see "Item 10. Directors and Executive Officers of the General Partner."        The General Partner's and the Partnerships' principal place of business is located at Samson Plaza,  Two West Second Street,  Tulsa,  Oklahoma  74103,  and their telephone number is (918) 583-1791 or (888) 436-3963 [(888) GEODYNE].        Pursuant to the terms of the partnership  agreements for the  Partnerships (the  "Partnership  Agreements"),  the  Partnerships  would have  terminated  on December 31, 2005. However, the Partnership  Agreements provide that the General Partner may extend the term of each  Partnership  for up to five  periods of two years each. The General Partner has extended the terms of the  Partnerships  for the first two-year period to December 31, 2007. As of the date of this Annual                                          -5-     Report,  the General  Partner has not  determined  whether to further extend the term of any of the Partnerships.         Funding        Although the partnership  agreement for each Partnership (the "Partnership Agreement")  permits  each  Partnership  to  incur  borrowings,  operations  and expenses  are  currently  funded out of  revenues  from each  Partnership's  Net Profits  Interests.  The General  Partner may,  but is not required to,  advance funds to a Partnership  for the same purposes for which  Partnership  borrowings are authorized.         Principal Products Produced and Services Rendered        The  Partnerships'  sole  business  is the  holding of certain Net Profits Interests.  The  Partnerships  do not refine or otherwise  process crude oil and condensate. The Partnerships do not hold any patents,  trademarks,  licenses, or concessions and are not a party to any government  contracts.  The  Partnerships have no backlog of orders and do not  participate  in research  and  development activities.  The  Partnerships  are  not  presently  encountering  shortages  of oilfield tubular goods,  compressors,  production material,  or other equipment. However, substantial increases in the global price of steel as well as increases in the prices for oil and gas supplies and  services  will further  increase the costs of any future  workover,  recompletion or drilling  activities  indirectly conducted by the Partnerships.         Competition and Marketing        The primary source of liquidity and Partnership cash  distributions  comes from the net revenues  generated  from the sale of oil and gas produced from the Partnerships'  oil and gas  properties.  The  level of net  revenues  is  highly dependent  upon the total  volumes  of oil and  natural  gas  sold.  Oil and gas reserves are depleting assets and will experience production declines over time, thereby likely  resulting in reduced net revenues.  The level of net revenues is also highly  dependent  upon the prices  received  for oil and gas sales,  which prices have historically been very volatile and may continue to be so.        Additionally,  lower oil and  natural  gas prices may reduce the amount of oil and gas that is economic to produce  and reduce the  Partnerships'  revenues and cash flow.  Various  factors  beyond the  Partnerships'  control will affect prices for oil and natural gas, such as:        *  Worldwide and domestic supplies of oil and natural gas;       *  The ability of the members of the  Organization of Petroleum  Exporting          Countries ("OPEC") to agree upon and maintain oil prices and production          quotas;       *  Political  instability  or armed conflict  in  oil-producing regions or          around major shipping areas;                                          -6-           *  The level of consumer demand and overall economic activity;       *  The competitiveness of alternative fuels;       *  Weather conditions and the impact of weather-related events;       *  The availability of pipelines for transportation;       *  Domestic and foreign government regulations and taxes; and       *  Market expectations.        It is not  possible to predict the future  direction of oil or natural gas prices or whether the above  discussed  trends  will  remain.  Operating  costs, including General and  Administrative  Expenses,  may not decline over time, may increase, or may experience only a gradual decline, thus adversely affecting net revenues as either  production  or oil and natural  gas prices  decline.  In any particular  period,  net  revenues may also be affected by either the receipt of proceeds from property sales or the incursion of additional costs as a result of well workovers, recompletions, new well drilling, and other events.         Significant Customers        The following  customers  accounted for ten percent or more of the oil and gas sales  attributable to the  Partnerships'  Net Profits  Interests during the year ended December 31, 2005:     Partnership               Customer                       Percentage    -----------       -----------------------------          ----------         P-1           Duke Energy Field Services, Inc.                        ("Duke")                               10.7%         P-3           Duke                                     13.9%         P-4           ConocoPhillips Company                   27.8%                      Gulfterra Central Point Alloc.           21.8%                      Enogex Services Corporation                        ("Enogex") 10.1%         P-5           ONEOK Texas Energy Resources                        ("ONEOK")                              21.0%                      Enogex                                   18.2%                      Cinergy Marketing                        11.7%                      Duke                                     10.3%         P-6           Duke                                     19.8%                      Kinder Morgan, Inc.                      17.1%                      ONEOK                                    13.3%        In the  event  of  interruption  of  purchases  by one or  more  of  these significant  customers or the cessation or material  change in  availability  of open  access  transportation  by pipeline  transporters,  the  Partnerships  may encounter  difficulty in marketing gas and in maintaining historic sales levels. Management  does  not  expect  any of  its  open  access  transporters  to  seek authorization to terminate their transportation  services.  Even if the services were terminated,                                          -7-     management   believes  that   alternatives   would  be  available   whereby  the Partnerships would be able to continue to market their gas.        The  Partnerships'  principal  customers  for  crude  oil  production  are refiners and other companies  which have pipeline  facilities near the producing properties in which the  Partnerships  own Net Profits  Interests.  In the event pipeline  facilities are not conveniently  available to production areas,  crude oil is usually trucked by purchasers to storage facilities.         Oil, Gas, and Environmental Control Regulations        Regulation  of Production  Operations -- The  production of oil and gas is subject to  extensive  federal and state laws and  regulations  governing a wide variety of matters, including the drilling and spacing of wells, allowable rates of  production,  prevention  of  waste  and  pollution,  and  protection  of the environment.  In  addition  to the direct  costs  borne in  complying  with such regulations,  operations and revenues may be impacted to the extent that certain regulations limit oil and gas production to below economic levels.        Regulation  of Sales and  Transportation  of Oil and Gas -- Sales of crude oil and  condensate  are made at  market  prices  and are not  subject  to price controls.  The sale of gas may be  subject  to both  federal  and state laws and regulations. The provisions of these laws and regulations are complex and affect all who produce,  resell,  transport, or purchase gas. Although virtually all of the natural gas production  affecting the  Partnerships  is not subject to price regulation,  other  regulations  affect the  availability of gas  transportation services and the ability of gas  consumers to continue to purchase or use gas at current levels. Accordingly,  such regulations may have a material effect on the Partnerships' Net Profits and projections of future Net Profits.        Future  Legislation --  Legislation  affecting the oil and gas industry is under  constant  review  for  amendment  or  expansion.  Because  such  laws and regulations  are frequently  amended or  reinterpreted,  management is unable to predict what  additional  energy  legislation  may be proposed or enacted or the future cost and impact of complying with existing or future regulations.        Regulation of the  Environment  -- Oil and gas  operations  are subject to numerous laws and  regulations  governing  the  discharge of materials  into the environment or otherwise relating to environmental  protection.  Compliance with such  laws  and  regulations,   together  with  any  penalties   resulting  from noncompliance,   may  decrease  the   Partnerships'   Net  Profits.   Management anticipates  that  various  local,  state,  and  federal  environmental  control agencies will have an increasing impact on oil and gas operations.                                          -8-            Insurance Coverage        Exploration for and production of oil and gas are subject to many inherent risks,  including  blowouts,   pollution,   fires,  and  other  casualties.  The Partnerships  maintain  insurance  coverage as is  customary  for  entities of a similar  size  engaged  in  similar  operations,   but  losses  can  occur  from uninsurable risks or in amounts in excess of existing  insurance  coverage.  For example, many types of pollution and contamination can exist, undiscovered,  for long  periods of time and can result in  substantial  environmental  liabilities which are not insured.  The occurrence of an event which is not fully covered by insurance could have a material  adverse effect on the  Partnerships'  financial condition and results of operations in that it could negatively  impact the cash flow received from the Net Profits Interests.
The following factors,  among others, could have a material adverse effect upon the Partnerships' business, financial condition, and results of operations.        The  following  discussion of risk factors  should be read in  conjunction with the  combined  financial  statements  and related  notes  included  herein. Because of these and other  factors,  past financial  performance  should not be considered an indication of future performance.        Oil And Natural Gas Prices Fluctuate Due To A  Number Of       --------------------------------------------------------       Uncontrollable Factors, And Any Decline Will Adversely Affect The       -----------------------------------------------------------------       Partnerships' Financial Condition.       ----------------------------------        The  Partnerships'  results of  operations  depend  upon the  prices  they receive for their oil and natural gas. We sell most of the Partnerships' oil and natural gas liquids at current  market  prices  rather than through  fixed-price contracts.  Historically, the markets for oil and natural gas have been volatile and are likely to remain so. The prices we receive  depend upon  factors  beyond our control, including:           *  political instability or armed conflict in oil-producing regions;          *  weather conditions;          *  the supply of domestic and foreign oil and natural gas;          *  the ability of members of OPEC to agree upon and maintain prices and             production levels;          *  the level of consumer demand and overall economic activity;          *  worldwide economic demand;          *  the price and availability of alternative fuels;          *  domestic and foreign governmental regulations and taxes;                                          -9-               *  the proximity to and capacity of transportation facilities; and          *  the effect of worldwide energy conservation measures.        Government  regulations,  such as regulation of natural gas transportation and price controls,  can affect product prices in the long term.  These external factors and the  volatile  nature of the energy  markets  make it  difficult  to reliably estimate future prices of oil and natural gas.        Any  decline  in  oil  and  natural  gas  prices  adversely   affects  the Partnerships'  financial  condition.  If the oil and  gas  industry  experiences significant  price declines,  the Partnerships may not be able to maintain their current level of cash  distributions.  See "Item 1 - Business - Competition  and Marketing"  and "Item 7 -  Management's  Discussion  and  Analysis of  Financial Condition and Results of Operations."         Reserve Estimates Depend On Many Assumptions That May Turn Out To       -----------------------------------------------------------------       Be Inaccurate.  Any Material Inaccuracies In The Partnerships'       --------------------------------------------------------------       Reserve Estimates Or Underlying Assumptions Could Cause       -------------------------------------------------------       The Quantities And Net Present Value Of Their Reserves To Be       ------------------------------------------------------------       Overstated.       -----------        Estimating  quantities of proved oil and natural gas reserves is a complex process.  It requires  interpretations  of available  technical data and various assumptions, including assumptions relating to economic factors. Any significant inaccuracies  in these  interpretations  or  assumptions or changes of condition could cause the quantities and net present value of the  Partnerships'  reserves to be overstated.        To prepare  estimates  of  economically  recoverable  oil and  natural gas reserves and future net cash flows,  we analyze many variable  factors,  such as historical  production from the area compared with  production  rates from other producing areas. We also analyze available geological,  geophysical,  production and engineering  data, and the extent,  quality and reliability of this data can vary.  The process  also  involves  economic  assumptions  relating to commodity prices,  production costs,  severance and excise taxes, capital expenditures and workover  and  remedial  costs.  Actual  results  most likely will vary from our estimates.  Any significant  variance could reduce the estimated  quantities and present value of reserves shown in this Annual Report.        You should not assume that the present value of future net cash flows from the  Partnerships'  proved  reserves  shown in this Annual Report is the current market value of their estimated oil and natural gas reserves. In accordance with Securities and Exchange Commission                                          -10-     requirements,  the Partnerships  base the estimated  discounted  future net cash flows  from  their  proved  reserves  on  prices  and  costs  on the date of the estimate.  Actual current and future prices and costs may differ materially from those used in the earlier  net  present  value  estimate,  and as a result,  net present value estimates using current prices and costs may be significantly less than the earlier estimate which is provided in this Annual Report. See "Item 2 - Properties-Proved Reserves and Net Present Value".        Drilling Oil And Natural Gas Wells Is A High-Risk Activity And       --------------------------------------------------------------       Subjects Us To A Variety Of Factors That We Cannot Control.       -----------------------------------------------------------        Drilling oil and natural gas wells,  including development wells, involves numerous  risks,  including  the  risk  that  the  Affiliated  Programs  may not encounter  commercially  productive  oil and natural gas  reservoirs.  While the Affiliated  Programs  do not expend a  significant  portion of their  capital on drilling activities, to the extent they do drill wells this can be a significant indirect  risk  factor to the  Partnerships.  The  Affiliated  Programs  may not recover all or any portion of their  investment  in new wells.  The  presence of unanticipated  pressures or  irregularities  in formations,  miscalculations  or accidents may cause the Partnerships' drilling activities to be unsuccessful and result  in a total  loss of  investment.  Further,  drilling  operations  may be curtailed, delayed or canceled as a result of a variety of factors, including:           *  unexpected drilling conditions;          *  title problems;          *  restricted access to land for drilling or laying pipeline;          *  pressure or irregularities in formations;          *  equipment failure or accidents;          *  adverse weather conditions; and          *  costs of, or shortages or delays in the  availability  of,  drilling             rigs, tubular materials and equipment.        The Marketability Of The Partnerships' Production Is Dependent       --------------------------------------------------------------       Upon Transportation And Processing Facilities Over Which We Have       ----------------------------------------------------------------       No Control.       -----------        The marketability of the Partnerships' production depends in part upon the availability, proximity and capacity of pipelines, natural gas gathering systems and processing  facilities.  Any significant  change in market factors affecting these  infrastructure  facilities  could harm their business.  The  Partnerships deliver oil and natural gas through gathering systems and pipelines that they do not  own.  These  facilities  may  be  temporarily  unavailable  due  to  market conditions or mechanical reasons, or may not be available to us in the future.                                          -11-           Reliance On Third Party Operators       ---------------------------------        A  substantial  portion of the  Partnerships'  properties  are operated by third  parties.   The  Partnerships  have  little,  if  any,  control  over  the operational  decisions and costs associated with these  properties. In addition, the  Partnerships  are totally  reliant on the third party  operators'  internal controls associated with the operators' accounting for revenues and expenses.        No Market For Units       -------------------        The Partnerships'  Units are not listed on any exchange or national market system, and there is no established public trading market for the Units. You may only sell your Units via (i) the General Partner's annual Repurchase Offer; (ii) transfers  facilitated  by secondary  trading firms and matching  services;  and (iii)  occasional  "4.9% tender offers" which are made for the Units.  Secondary market   activity   for  the  Units  has  been  limited  and  varies  among  the Partnerships.  See  "Item 5 - Market  for  Units  and  Related  Limited  Partner Matters".        Limited Life       ------------        The  Partnerships  are  currently  scheduled  to terminate on December 31, 2007.  Even  if  the  General   Partner   exercises  its  right  to  extend  the Partnerships' terms for four additional two-year periods,  the Partnerships will terminate no later than December 31, 2015. Upon  termination  the  Partnerships' assets will be sold.  There is no assurance  that the market for the sale of the Partnerships' assets will be favorable at such time.        The Partnerships Are Subject To Complex Federal, State And Local       ----------------------------------------------------------------       Laws And Regulations That Could Adversely Affect Their Business.       ----------------------------------------------------------------        Extensive federal,  state and local regulation of the oil and gas industry significantly  affects the  Partnerships'  operations.  In particular,  they are subject to stringent environmental  regulations.  These regulations increase the costs of planning, designing, drilling, installing, operating and abandoning oil and natural gas wells and other related facilities. These regulations may become more demanding in the future. Matters subject to regulation include:           *  discharge permits for drilling operations;          *  drilling bonds;          *  spacing of wells;          *  unitization and pooling of properties;          *  environmental protection;          *  reports concerning operations; and          *  taxation.                                          -12-            Under these laws and regulations, the Partnerships could be liable for:           *  personal injuries;          *  property damage;          *  oil spills;          *  discharge of hazardous materials;          *  reclamation costs;          *  remediation and clean-up costs; and          *  other environmental damages.        While the Partnerships maintain insurance coverage customary for companies similar to their size and operations, losses can occur from uninsurable risks or in amounts in excess of existing insurance coverage. See "Item 1 - Business."        Conflicts Of Interest       ---------------------        Direct and indirect  conflicts of interests  exist among the  Partnerships and among a Partnership and the General Partner and its affiliates.  The General Partner and its  affiliates  engage in many aspects of the oil and gas business, including  acting as a general  partner  of a number of  affiliated  oil and gas limited  partnerships.  The  General  Partner and its  affiliates  may engage in transactions  with a Partnership,  and  Partnerships  will frequently  engage in transactions with other oil and gas limited partnerships.  These conflicts could relate  to  the  sale  of oil  and  gas  properties,  the  determination  of the Partnerships'  Repurchase  Prices,  and the determination of whether to continue the Partnerships past their scheduled termination date of December 31, 2007. See "Item 13 - Certain Relationships and Related Transactions".        Payments To The General Partner       -------------------------------        The General Partner receives reimbursements for General and Administrative Expenses.  The  General  Partner  also  receives  a share  of  Partnership  cash distributions.  See "Item 11 - Executive  Compensation"  and "Item 8 - Financial Statements and Supplementary Data."        Financial Capability Of General Partner       ---------------------------------------        The General Partner has limited  financial  resources.  Contingencies  may arise which will require  funding beyond its financial  resources.  Even if such financial  resources are available,  the General Partner is not required to lend money or to fund any financial obligations of the Partnerships.                                          -13-            Liability And Indemnification Of General Partner And Related       ------------------------------------------------------------       Parties       -------        Although the General Partner  generally will be liable for the obligations of the Partnerships, the Partnership Agreements provide that the claims of third parties will be initially  satisfied from  Partnership  assets.  The Partnership Agreements also provide,  subject to certain  conditions,  that the Partnerships will reimburse  (i.e.  "indemnify")  the General  Partner and its affiliates for certain costs, claims and expenses.
None.
Well Statistics        The  following  table  sets  forth the  number of  productive  wells as of December 31, 2005 in which the Partnerships had a Net Profits Interest which was carved from a working interest.                    P/ship              Number of Wells(1)                   ------         ---------------------------                                  Total        Oil        Gas                                  -----        ---        ---                     P-1            826         608        218                    P-3            871         610        261                    P-4            215          54        161                    P-5             96          18         78                    P-6            152          37        115  - --------------- (1)   The  designation  of a well  as an oil  well  or gas  well  is made by the       General  Partner based on the relative  amount of oil and gas reserves for       the well.  Regardless of a well's oil or gas  designation,  it may produce       oil, gas, or both oil and gas.         Drilling Activities        During the year ended  December  31,  2005,  the  Partnerships  indirectly participated (through their Net Profits Interests) in the developmental drilling activities described below.                                            -14-       P-1 PARTNERSHIP - ---------------                                                         REVENUE WELL NAME                        COUNTY        ST.      INTEREST    TYPE      WELL STATUS - -------------------------------- ------------- ---      --------    ----      -----------       Aldwell M 48 #1                  Reagan        TX        0.0019     Oil       Producing Andrews Waterflood Unit (4 new wells)                    Andrews       TX        0.0021     Oil       Producing Hixson #3-9                      Ellis         OK        0.0030     Gas       Producing Lacey-Melby Unit #7-11 HR        McKenzie      ND        0.0008     Oil       Shut-In Miers, W A #18                   Sutton        TX        0.0002     Gas       Producing Moore Unit #2                    Wheeler       TX        0.0003     Gas       Producing Patricia #1-14                   Woods         OK        0.0028     Gas       Producing Penry #1-17                      Roger Mills   OK        0.0013     Gas       Producing Pettitfils B-10                  Mitchell      TX        0.0031     Oil       Producing Resler B1                        Lea           NM        0.0009     Oil       Producing Shafter Lk San Andres Unit (10 new wells)                   Andrews       TX        0.0017     Oil       Producing Simpson Canyon #1044             Crockett      TX        0.0032     Oil       Producing Simpson Canyon #2044             Crockett      TX        0.0075     Oil       Producing Smith #3                         Lynn          TX        0.0019     Oil       Producing      P-3 PARTNERSHIP - ---------------                                                         REVENUE WELL NAME                        COUNTY        ST.      INTEREST    TYPE      WELL STATUS - -------------------------------- ------------- ---      --------    ----      -----------       Alamo #22-16                     San Juan      NM        0.0013     Gas       Producing Alamo #22-8                      San Juan      NM        0.0013     N/A       In Progress Aldwell M 48 #1                  Reagan        TX        0.0024     Oil       Producing Andrews Waterflood Unit (4 new wells)                    Andrews       TX        0.0026     Oil       Producing Cain Federal #3                  San Juan      NM        0.0006     Gas       Producing Hixson #3-9                      Ellis         OK        0.0038     Gas       Producing Hoyt #1B - Dakota                Rio Arriba    NM        0.0000     Gas       Producing Hoyt #1B (Mesa Verde)            Rio Arriba    NM        0.0001     Gas       Producing Hoyt #2B                         Rio Arriba    NM        0.0000     Gas       Producing Lacey-Melby Unit #7-11 HR        McKenzie      ND        0.0010     Oil       Shut-In Miers, W A #18                   Sutton        TX        0.0003     Gas       Producing Moore Unit #2                    Wheeler       TX        0.0004     Gas       Producing Patricia #1-14                   Woods         OK        0.0035     Gas       Producing Penry #1-17                      Roger Mills   OK        0.0017     Gas       Producing Pettitfils B-10                  Mitchell      TX        0.0039     Oil       Producing Resler B1                        Lea           NM        0.0006     Oil       Producing Shafter Lk San Andres Unit (10 new wells)                   Andrews       TX        0.0021     Oil       Producing Simpson Canyon #1044             Crockett      TX        0.0040     Oil       Producing Simpson Canyon #2044             Crockett      TX        0.0095     Oil       Producing Smith #3                         Lynn          TX        0.0024     Oil       Producing                                          -15-     Tafoya #1C                       San Juan      NM        0.0008     Gas       Producing Tafoya #1R                       San Juan      NM        0.0008     Gas       Producing Tribal #5-1                      Rio Arriba    NM        0.0001     N/A       Shut-In Tribal #5-7                      Rio Arriba    NM        0.0001     N/A       Shut-In Tribal #5-9                      Rio Arriba    NM        0.0001     N/A       Shut-In     P-4 PARTNERSHIP - ---------------                                                         REVENUE WELL NAME                        COUNTY        ST.      INTEREST    TYPE      WELL STATUS - -------------------------------- ------------- ---      --------    ----      -----------       Alamo #22-16                     San Juan      NM        0.0023     Gas       Producing Alamo #22-8                      San Juan      NM        0.0023     N/A       In Progress Cain Federal #3                  San Juan      NM        0.0012     Gas       Producing Clark, N. H. #18                 Webb          TX        0.0035     Gas       Producing Hoyt #1B - Dakota                Rio Arriba    NM        0.0001     Gas       Producing Hoyt #1B (Mesa Verde)            Rio Arriba    NM        0.0002     Gas       Producing Hoyt #2B                         Rio Arriba    NM        0.0001     Gas       Producing Tafoya #1C                       San Juan      NM        0.0014     Gas       Producing Tafoya #1R                       San Juan      NM        0.0014     Gas       Producing Tribal #5-1                      Rio Arriba    NM        0.0002     N/A       Shut-In Tribal #5-7                      Rio Arriba    NM        0.0002     N/A       Shut-In Tribal #5-9                      Rio Arriba    NM        0.0002     N/A       Shut-In      P-5 PARTNERSHIP - ---------------                                                         REVENUE WELL NAME                        COUNTY        ST.      INTEREST    TYPE      WELL STATUS - -------------------------------- ------------- ---      --------    ----      -----------       Beaver Mountain #2               Haskell       OK        0.0040     N/A       Dry Hole Big Kick #1                      Lea           NM        0.0012     Oil       Producing Cason #1 Re-Entry                Haskell       OK        0.0001     N/A       Shut-In Cheyenne 29 #2                   Roger Mills   OK        0.0001     Gas       Producing Cheyenne 29 #3                   Roger Mills   OK        0.0001     Gas       Producing Cheyenne 29 #4                   Roger Mills   OK        0.0001     Gas       Producing Davis Garry #24                  Kay           OK        0.0007     Gas       Producing Davis Garry 19                   Kay           OK        0.0007     Oil       Producing Davis, James #1                  Noble         OK        0.0001     Oil       Shut-In Defender #3-24                   Stephens      OK        0.0006     Gas       Producing Delaware 28 #2                   Roger Mills   OK        0.0001     Gas       Producing Delaware 28 #3                   Roger Mills   OK        0.0001     Gas       Producing Delaware 28 #4                   Roger Mills   OK        0.0001     Gas       Producing Delaware 28 #5                   Roger Mills   OK        0.0001     Gas       Producing Freeport #2-32                   Hughes        OK        0.0098     N/A       Shut-In Fresca #2-24                     Roger Mills   OK        0.0041     Gas       Producing GBP #2-4H                        Le Flore      OK        0.0013     Gas       Producing George #6-20                     Washita       OK        0.0016     Gas       Producing Guinn #2-5                       Coal          OK        0.0043     N/A       Dry Hole Haggard #7-20                    Washita       OK        0.0016     Gas       Producing                                          -16-     Hefley #10-48                    Wheeler       TX        0.0101     Gas       Producing Hefley #12-47                    Wheeler       TX        0.0084     Gas       Producing Hefley #12-48                    Wheeler       TX        0.0101     Gas       Producing Hefley #3-48                     Wheeler       TX        0.0101     Gas       Producing Hefley #5-48                     Wheeler       TX        0.0101     Gas       Producing Helton #2-60                     Wheeler       TX        0.0025     Gas       Producing Helton #3-60                     Wheeler       TX        0.0025     Gas       Producing Helton #4-60                     Wheeler       TX        0.0025     Gas       Producing Higgins #2-10                    Roger Mills   OK        0.0007     Gas       Producing Higgins #3-10                    Roger Mills   OK        0.0009     Gas       Producing Hinkle #3-28                     Washita       OK        0.0036     Gas       Producing Hinz L J #1-6                    Washita       OK        0.0011     Gas       Producing Hix #1-1                         Custer        OK        0.0001     Gas       Producing McEntire #1-11                   Atoka         OK        0.0007     N/A       In Progress Millie #2-36                     Le Flore      OK        0.0012     Gas       Producing Murphy A #1                      Harper        OK        0.0081     Gas       Producing Poe #1-29                        Hughes        OK        0.0008     Gas       Producing Prater #2                        Hemphill      TX        0.0052     Gas       Producing Prater #3-10                     Hemphill      TX        0.0014     Gas       Producing Prater #4-10                     Hemphill      TX        0.0014     Gas       Producing Sophia #18-50                    Wheeler       TX        0.0016     Gas       Producing Verner W L #4-11                 Pittsburg     OK        0.0031     N/A       In Progress Williams #1-18H                  Hughes        OK        0.0032     Gas       Producing      P-6 PARTNERSHIP - ---------------                                                         REVENUE WELL NAME                        COUNTY        ST.      INTEREST    TYPE      WELL STATUS - -------------------------------- ------------- ---      --------    ----      -----------       Beaver Mountain #2               Haskell       OK        0.0014     N/A       Dry Hole Big Kick #1                      Lea           NM        0.0004     Oil       Producing Cason #1 Re-Entry                Haskell       OK        0.0000     N/A       Shut-In Cheyenne 29 #2                   Roger Mills   OK        0.0000     Gas       Producing Cheyenne 29 #3                   Roger Mills   OK        0.0000     Gas       Producing Cheyenne 29 #4                   Roger Mills   OK        0.0000     Gas       Producing Davis Garry #24                  Kay           OK        0.0002     Gas       Producing Davis Garry 19                   Kay           OK        0.0002     Oil       Producing Davis, James #1                  Noble         OK        0.0000     Oil       Shut-In Defender #3-24                   Stephens      OK        0.0002     Gas       Producing Delaware 28 #2                   Roger Mills   OK        0.0000     Gas       Producing Delaware 28 #3                   Roger Mills   OK        0.0000     Gas       Producing Delaware 28 #4                   Roger Mills   OK        0.0000     Gas       Producing Delaware 28 #5                   Roger Mills   OK        0.0000     Gas       Producing Federal 5175-22-11WA             Campbell      WY        0.0140     N/A       Shut-In Federal 5175-25-33WA             Campbell      WY        0.0097     N/A       Shut-In Federal 5175-27-13CO             Campbell      WY        0.0097     N/A       Shut-In Federal 5175-27-13WA             Campbell      WY        0.0097     N/A       Shut-In Federal 5175-27-21WA             Campbell      WY        0.0097     N/A       Shut-In Federal 5175-27-33WA             Campbell      WY        0.0097     N/A       Shut-In Federal 5175-34-13WA             Campbell      WY        0.0097     N/A       Shut-In                                          -17-     Federal 5175-34-21WA             Campbell      WY        0.0097     N/A       In Progress Federal 5175-34-31WA             Campbell      WY        0.0097     N/A       Shut-In Federal 5175-34-43CO             Campbell      WY        0.0097     N/A       Shut-In Federal 5175-34-43WA             Campbell      WY        0.0097     N/A       Shut-In Federal 5175-35-21CO             Campbell      WY        0.0097     N/A       Shut-In Federal 5175-35-21WA             Campbell      WY        0.0097     N/A       Shut-In Federal 5175-35-41CO             Campbell      WY        0.0097     N/A       Shut-In Federal 5175-35-41WA             Campbell      WY        0.0097     N/A       Shut-In Floyd Fed 5175-22-31WA           Campbell      WY        0.0140     N/A       Shut-In Floyd Fed 5175-23-21WA           Campbell      WY        0.0140     N/A       Shut-In Floyd Fed 5175-23-23WA           Campbell      WY        0.0140     N/A       Shut-In Floyd Fed 5175-23-31WA           Campbell      WY        0.0140     N/A       Shut-In Floyd Fed 5175-23-41WA           Campbell      WY        0.0140     N/A       Shut-In Floyd Fed 5175-23-43WA           Campbell      WY        0.0140     N/A       Shut-In Floyd Fed 5175-24-13WA           Campbell      WY        0.0140     N/A       Shut-In Floyd Fed 5175-24-31WA           Campbell      WY        0.0140     N/A       Shut-In Freeport #2-32                   Hughes        OK        0.0034     N/A       Shut-In Fresca #2-24                     Roger Mills   OK        0.0014     Gas       Producing GBP #2-4H                        Le Flore      OK        0.0004     Gas       Producing George #6-20                     Washita       OK        0.0005     Gas       Producing Guinn #2-5                       Coal          OK        0.0015     N/A       Dry Hole Haggard #7-20                    Washita       OK        0.0005     Gas       Producing Hayden 5175-26-23CA              Campbell      WY        0.0096     N/A       Shut-In Hayden 5175-26-23CO              Campbell      WY        0.0096     N/A       Shut-In Hayden 5175-26-23WA              Campbell      WY        0.0018     N/A       Shut-In Hayden 5175-26-31CO              Campbell      WY        0.0096     N/A       Shut-In Hayden 5175-26-31WA              Campbell      WY        0.0032     N/A       Shut-In Hayden 5175-27-11CO              Campbell      WY        0.0096     N/A       Shut-In Hayden 5175-27-41CO              Campbell      WY        0.0096     N/A       Shut-In Hayden Fed 5175-26-33CO          Campbell      WY        0.0097     N/A       Shut-In Hayden Fed 5175-34-23WA          Campbell      WY        0.0097     N/A       Shut-In Hayden Fed 5175-34-33WA          Campbell      WY        0.0097     N/A       Shut-In Hayden Federal 5175-26-13WA      Campbell      WY        0.0097     N/A       Shut-In Hayden Federal 5175-26-33WA      Campbell      WY        0.0097     N/A       Shut-In Hayden Federal 5175-26-43WA      Campbell      WY        0.0097     N/A       Shut-In Hayden Federal 5175-27-23WA      Campbell      WY        0.0097     N/A       In Progress Hefley #10-48                    Wheeler       TX        0.0109     Gas       Producing Hefley #12-47                    Wheeler       TX        0.0090     Gas       Producing Hefley #12-48                    Wheeler       TX        0.0109     Gas       Producing Hefley #3-48                     Wheeler       TX        0.0109     Gas       Producing Hefley #5-48                     Wheeler       TX        0.0109     Gas       Producing Helton #2-60                     Wheeler       TX        0.0027     Gas       Producing Helton #3-60                     Wheeler       TX        0.0027     Gas       Producing Helton #4-60                     Wheeler       TX        0.0027     Gas       Producing Higgins #2-10                    Roger Mills   OK        0.0002     Gas       Producing Higgins #3-10                    Roger Mills   OK        0.0003     Gas       Producing Hinkle #3-28                     Washita       OK        0.0012     Gas       Producing Hinz L J #1-6                    Washita       OK        0.0004     Gas       Producing Hix #1-1                         Custer        OK        0.0000     Gas       Producing McEntire #1-11                   Atoka         OK        0.0002     N/A       In Progress Millie #2-36                     Le Flore      OK        0.0004     Gas       Producing                                          -18-     Mooney Fed 5175-24-23WA          Campbell      WY        0.0140     N/A       Dry Hole Murphy A #1                      Harper        OK        0.0028     Gas       Producing Poe #1-29                        Hughes        OK        0.0003     Gas       Producing Prater #2                        Hemphill      TX        0.0056     Gas       Producing Prater #3-10                     Hemphill      TX        0.0015     Gas       Producing Prater #4-10                     Hemphill      TX        0.0015     Gas       Producing Sophia #18-50                    Wheeler       TX        0.0018     Gas       Producing Verner W L #4-11                 Pittsburg     OK        0.0011     N/A       In Progress Williams #1-18H                  Hughes        OK        0.0011     Gas       Producing Yonkee 5175-25-13CO              Campbell      WY        0.0096     N/A       Shut-In Yonkee 5175-25-13WA              Campbell      WY        0.0064     N/A       Shut-In Yonkee 5175-25-23CO              Campbell      WY        0.0096     N/A       Shut-In Yonkee 5175-25-31CO              Campbell      WY        0.0096     N/A       Shut-In Yonkee 5175-26-41CO              Campbell      WY        0.0096     N/A       Shut-In Yonkee 5175-26-41WA              Campbell      WY        0.0042     N/A       Shut-In Yonkee 5175-35-13CO              Campbell      WY        0.0096     N/A       Shut-In Yonkee 5175-35-13WA              Campbell      WY        0.0042     N/A       Shut-In Yonkee 5175-35-23CO              Campbell      WY        0.0096     N/A       Shut-In Yonkee 5175-35-23WA              Campbell      WY        0.0042     N/A       Shut-In Yonkee 5175-35-31CO              Campbell      WY        0.0096     N/A       Shut-In Yonkee 5175-35-31WA              Campbell      WY        0.0028     N/A       Shut-In Yonkee Fed 5175-26-11CO          Campbell      WY        0.0097     N/A       Shut-In Yonkee Fed 5175-26-11WA          Campbell      WY        0.0097     N/A       Shut-In Yonkee Fed 5175-26-21CO          Campbell      WY        0.0097     N/A       Shut-In Yonkee Fed 5175-26-21WA          Campbell      WY        0.0097     N/A       Shut-In Yonkee Fed 5175-34-11CO          Campbell      WY        0.0097     N/A       Shut-In Yonkee Fed 5175-34-11WA          Campbell      WY        0.0097     N/A       Shut-In Yonkee Fed 5175-34-41WA          Campbell      WY        0.0097     N/A       Shut-In Yonkee Fed 5175-35-33WA          Campbell      WY        0.0097     N/A       Shut-In Yonkee Fed 5175-35-43CO          Campbell      WY        0.0097     N/A       In Progress Yonkee Fed 5175-35-43WA          Campbell      WY        0.0097     N/A       Shut-In                                                 -19-             Oil and Gas Production, Revenue, and Price History        The following tables set forth certain historical  information  concerning the  oil  (including   condensates)  and  gas  production  attributable  to  the Partnerships' Net Profits Interests,  revenues  attributable to such production, and certain price information.                                 Net Production Data                                  P-1 Partnership                                 ---------------                                               Year Ended December 31,                                     ----------------------------------------                                        2005           2004           2003                                     ----------     ----------     ----------     Production:       Oil (Bbls)                        18,636         19,377         18,624       Gas (Mcf)                        238,409        251,793        284,754     Oil and gas sales(1):       Oil                           $  960,904     $  704,557     $  528,059       Gas                            1,573,131      1,164,552      1,211,241                                      ---------      ---------      ---------          Total                      $2,534,035     $1,869,109     $1,739,300                                      =========      =========      =========    Average sales price:       Per barrel of oil                 $51.56         $36.36         $28.35       Per Mcf of gas                      6.60           4.63           4.25  - ---------- (1)   These   amounts   differ  from  the  Net  Profits   included  in  the  P-1       Partnership's  financial  statements  because  they  do  not  reflect  the       reduction in revenues of production  expenses of $425,406,  $388,324,  and       $369,142, respectively, incurred by the Affiliated Programs.                                          -20-                                     Net Production Data                                  P-3 Partnership                                 ---------------                                               Year Ended December 31,                                     ----------------------------------------                                        2005           2004           2003                                     ----------     ----------     ----------     Production:       Oil (Bbls)                        24,032         24,925         23,935       Gas (Mcf)                        364,449        389,500        425,803     Oil and gas sales(1):       Oil                           $1,238,478     $  907,837     $  679,074       Gas                            2,461,059      1,871,173      1,868,433                                      ---------      ---------      ---------          Total                      $3,699,537     $2,779,010     $2,547,507                                      =========      =========      =========    Average sales price:       Per barrel of oil                 $51.53         $36.42         $28.37       Per Mcf of gas                      6.75           4.80           4.39  - ---------- (1)   These   amounts   differ  from  the  Net  Profits   included  in  the  P-3       Partnership's  financial  statements  because  they  do  not  reflect  the       reduction in revenues of production  expenses of $640,225,  $592,061,  and       $554,400, respectively, incurred by the Affiliated Programs.                                          -21-                                   Net Production Data                                  P-4 Partnership                                 ---------------                                               Year Ended December 31,                                     ----------------------------------------                                        2005           2004           2003                                     ----------     ----------     ----------     Production:       Oil (Bbls)                        15,739         17,687         21,439       Gas (Mcf)                        200,087        238,451        258,598     Oil and gas sales(1):       Oil                           $  853,400     $  705,893     $  635,920       Gas                            1,520,010      1,372,022      1,347,340                                      ---------      ---------      ---------          Total                      $2,373,410     $2,077,915     $1,983,260                                      =========      =========      =========    Average sales price:       Per barrel of oil                 $54.22         $39.91         $29.66       Per Mcf of gas                      7.60           5.75           5.21  - ---------- (1)   These   amounts   differ  from  the  Net  Profits   included  in  the  P-4       Partnership's  financial  statements  because  they  do  not  reflect  the       reduction in revenues of production  expenses of $545,577,  $410,727,  and       $410,201, respectively, incurred by the Affiliated Programs.                                          -22-                                   Net Production Data                                  P-5 Partnership                                 ---------------                                            Year Ended December 31,                                     -----------------------------------                                        2005           2004           2003                                     ----------     ----------     ----------     Production:       Oil (Bbls)                         4,682          4,603          6,364       Gas (Mcf)                        251,079        282,972        313,632     Oil and gas sales(1):       Oil                           $  250,120     $  176,939     $  190,969       Gas                            1,768,150      1,436,877      1,455,150                                      ---------      ---------      ---------          Total                      $2,018,270     $1,613,816     $1,646,119                                      =========      =========      =========    Average sales price:       Per barrel of oil                 $53.42         $38.44         $30.01       Per Mcf of gas                      7.04           5.08           4.64  - ---------- (1)   These   amounts   differ  from  the  Net  Profits   included  in  the  P-5       Partnership's  financial  statements  because  they  do  not  reflect  the       reduction in revenues of production  expenses of $426,698,  $366,826,  and       $365,469, respectively, incurred by the Affiliated Programs.                                           -23-                                   Net Production Data                                  P-6 Partnership                                 ---------------                                               Year Ended December 31,                                     ----------------------------------------                                        2005           2004           2003                                     ----------     ----------     ----------     Production:       Oil (Bbls)                        10,881          7,824         15,939       Gas (Mcf)                        414,544        446,505        577,123     Oil and gas sales(1):       Oil                           $  581,437     $  336,481     $  460,400       Gas                            2,884,791      2,382,090      2,638,742                                      ---------      ---------      ---------          Total                      $3,466,228     $2,718,571     $3,099,142                                      =========      =========      =========    Average sales price:       Per barrel of oil                $53.44          $43.01         $28.89       Per Mcf of gas                     6.96            5.33           4.57  - ---------- (1)   These   amounts   differ  from  the  Net  Profits   included  in  the  P-6       Partnership's  financial  statements  because  they  do  not  reflect  the       reduction in revenues of production  expenses of $855,891,  $854,325,  and       $751,876, respectively, incurred by the Affiliated Programs.                                            -24-           Proved Reserves and Net Present Value        The following table sets forth each Partnership's estimated proved oil and gas reserves and net present value  therefrom as of December 31, 2005 which were attributable  to the  Partnerships'  Net  Profits  Interests.  The  schedule  of quantities of proved oil and gas reserves was prepared by the General Partner in accordance with the rules  prescribed by the Securities and Exchange  Commission (the "SEC").  Certain  reserve  information was reviewed by Ryder Scott Company, L.P.  ("Ryder  Scott"),  an  independent  petroleum  engineering  firm.  As used throughout  this Annual  Report,  "proved  reserves"  refers to those  estimated quantities of crude oil, gas, and gas liquids which  geological and  engineering data  demonstrate  with  reasonable  certainty to be recoverable in future years from  known  oil  and gas  reservoirs  under  existing  economic  and  operating conditions.        Net present  value  represents  estimated  future gross cash flow from the production and sale of proved reserves,  net of estimated oil and gas production costs (including production taxes, ad valorem taxes, and operating expenses) and estimated  future  development  costs,  discounted at 10% per annum. Net present value  attributable to the  Partnerships'  proved reserves was calculated on the basis of current  costs and prices at December  31,  2005.  Such prices were not escalated  except in  certain  circumstances  where  escalations  were fixed and readily determinable in accordance with applicable contract provisions.  Oil and gas  prices at  December  31,  2005  ($61.06  per  barrel  and  $10.08  per Mcf, respectively)  were  substantially  higher than the prices in effect on December 31, 2004 ($43.36 per barrel and $6.02 per Mcf,  respectively).  This increase in oil  and  gas  prices  has  caused  the  estimates  of  remaining   economically recoverable reserves, as well as the values placed on said reserves, at December 31, 2005 to be higher than such  estimates and values at December 31, 2004.  The prices  used  in  calculating   the  net  present  value   attributable  to  the Partnerships'  proved reserves do not necessarily  reflect market prices for oil and gas  production  subsequent to December 31, 2005. In fact, as of the date of this Annual  Report,  natural gas prices have  declined  significantly  from the December  31,  2005  price.  There can be no  assurance  that the prices used in calculating  the net  present  value of the  Partnerships'  proved  reserves  at December 31, 2005 will actually be realized for such production.        The process of  estimating  oil and gas  reserves  is  complex,  requiring significant  subjective  decisions in the  evaluation  of available  geological, engineering,  and  economic  data  for  each  reservoir.  The  data  for a given reservoir may change substantially over time as a result of, among other things, additional development activity, production history, and viability of production under varying economic conditions;  consequently, it is reasonably possible that material  revisions to existing reserve  estimates may occur in the near future. Although  every  reasonable  effort has been made to ensure  that these  reserve estimates represent the most accurate assessment  possible,  the significance of the  subjective  decisions  required and variances in available data for various reservoirs  make these  estimates  generally  less precise than other  estimates presented in connection with financial statement disclosures.                                          -25-                                    Proved Reserves and                               Net Present Values                              From Proved Reserves                            As of December 31, 2005(1)  P-1 Partnership: - ---------------    Estimated proved reserves:       Gas (Mcf)                                                  2,192,218       Oil and liquids (Bbls)                                       240,494     Net present value (discounted at 10% per annum)             $12,711,355   P-3 Partnership: - ---------------    Estimated proved reserves:       Gas (Mcf)                                                  3,450,217       Oil and liquids (Bbls)                                       316,480     Net present value (discounted at 10% per annum)             $18,996,635   P-4 Partnership: - ---------------    Estimated proved reserves:       Gas (Mcf)                                                  1,825,768       Oil and liquids (Bbls)                                        47,507     Net present value (discounted at 10% per annum)             $ 9,422,988   P-5 Partnership: - ---------------    Estimated proved reserves:       Gas (Mcf)                                                  2,201,499       Oil and liquids (Bbls)                                        40,130     Net present value (discounted at 10% per annum)             $ 9,341,278   P-6 Partnership: - ---------------    Estimated proved reserves:       Gas (Mcf)                                                  3,330,307       Oil and liquids (Bbls)                                       126,115     Net present value (discounted at 10% per annum)             $15,133,718 - --------- (1)   Includes certain gas balancing adjustments which cause the gas volumes and       net present values to differ from the reserve reports                                          -26-           which were prepared by the General Partner and reviewed by Ryder Scott.        No  estimates of the proved  reserves of the  Partnerships  comparable  to those included  herein have been included in reports to any federal agency other than  the SEC.  Additional  information  relating  to the  Partnerships'  proved reserves  is  contained  in Note 4 to the  Partnerships'  financial  statements, included in Item 8 of this Annual Report.         Significant Properties        The   following   table  sets  forth  the  number  and   percent  of  each Partnership's  total wells which are operated by affiliates of the  Partnerships as of December 31, 2005:                                 Operated Wells                     --------------------------------                     Partnership    Number    Percent                     -----------    ------    -------                      P-1              34         1%                      P-3              58         2%                      P-4              21         7%                      P-5             105        28%                      P-6             147        28%        The following table sets forth certain well and reserve  information as of December 31, 2005 for each oil and gas basin which holds a  significant  portion of the value of the Partnerships'  properties.  The table contains the following information for each such basin:  (i) the number of wells in which a Net Profits Interest  is owned,  (ii) the number and  percentage  of wells  operated  by the Partnership's  affiliates,  (iii) estimated proved oil reserves,  (iv) estimated proved gas reserves,  and (v) the present value (discounted at 10% per annum) of estimated future net cash flow.        The Anadarko Basin is located in western Oklahoma and the Texas panhandle, while the Gulf Coast Basin is located in southern Louisiana and southeast Texas. The Permian Basin is located in west Texas and  southeast New Mexico.  The South Oklahoma Folded Belt Basin is located in southern Oklahoma, while the East Texas Basin is located in east Texas and northern Louisiana.                                          -27-                        Significant Properties as of December 31, 2005                  -----------------------------------------------                                  Wells                              Operated by                              Affiliates      Oil         Gas                    Total     -----------   Reserves    Reserves       Present Basin              Wells     Number %(1)    (Bbl)       (Mcf)          Value - -------------      -----     ------ ----   --------   ---------    ----------- P-1 P/ship:   Permian          2,426        2     -    231,271    1,347,710    $ 8,726,530   Anadarko            85       28    33%     2,673      830,473      3,800,124  P-3 P/ship:   Permian          2,426        2     -    291,449    1,699,669    $11,002,074   Anadarko            85       28    33%     4,476    1,291,315      5,863,648  P-4 P/ship:   Anadarko            60       17    28%     3,203      910,935    $ 4,015,144   Gulf Coast         134        4     3%    35,346      603,650      3,997,526  P-5 P/ship:   Anadarko           135       33    24%     4,913    1,315,315    $ 5,320,738   South. Ok.    Folded Belt        33        -     -     22,243      526,542      2,675,450   Permian             50       42    84%    12,771      319,265      1,019,800  P-6 P/ship:   Anadarko           135       33    24%     2,886    1,273,746    $ 5,181,563   South. Ok.    Folded Belt        52       19    37%    93,612      318,899      3,019,733   East Texas           4        3    75%     2,040      595,521      2,288,492   Gulf Coast          13        2    15%     2,899      282,074      1,672,821   Permian             51       42    82%    13,657      427,645      1,463,478  - ------------------------------- (1) Percent of the Partnership's  total wells in the basin which are operated by     affiliates of the Partnership.        Following is a description of those oil and gas properties whose revisions in the estimated  proved  reserves  (based on  equivalent  barrels of oil) as of December 31, 2005, as compared to December 31, 2004, were significant to the P-6 Partnership:         The  P-6   Partnership's   estimated   proved   reserves   decreased        approximately  63,000 barrels of oil equivalent ("boe") in the Karon        Unit,  a large  unitized  property in Live Oak County,  Texas,  from        December 31, 2004 to December 31, 2005,  primarily  due to a revised        forecast in reserves based on actual production experience.                                           -28-            The  P-6   Partnership's   estimated   proved   reserves   decreased        approximately  55,000  boe in the  O'Byrne,  Eva GU #2,  located  in        Upshur County,  Texas,  from December 31, 2004 to December 31, 2005,        primarily  due to a revised  forecast  in  reserves  based on actual        production  experience  and an increase in monthly  lease  operating        expenses.         There  were  no  significant  revisions  in the  P-1,  P-3,  P-4 and        P-5 Partnerships.         Title to Oil and Gas Properties        Management believes that the Partnerships have satisfactory title to their Net Profits  Interests.  Record  title to all of the  properties  subject to the Partnerships'  Net  Profits  Interests  is held by either  the  Partnerships  or Geodyne Nominee Corporation, an affiliate of the General Partner.        Title to the  Partnerships'  Net Profits Interests is subject to customary royalty,  overriding royalty,  carried, working, and other similar interests and contractual  arrangements  customary in the oil and gas  industry,  to liens for current taxes not yet due, and to other  encumbrances.  Management believes that such burdens do not materially detract from the value of such properties or from the Partnerships'  Net Profits  Interests  therein or materially  interfere with their use in the operation of the Partnerships' business.
To the knowledge of the General  Partner,  neither the General Partner nor the Partnerships or their properties are subject to any litigation,  the results of which  would  have a  material  effect on the  Partnerships'  or the  General Partner's financial condition or operations.
There were no matters  submitted to a vote of the Limited  Partners of any Partnership during 2005.                                          -29-                                          PART II.
As of March 1, 2006, the number of Units  outstanding  and the approximate number of Limited Partners of record in the Partnerships were as follows:                                   Number of         Limited               Partnership         Units           Partners               -----------       ---------         --------                   P-1             108,074             683                  P-3             169,637           1,150                  P-4             126,306             775                  P-5             118,449             858                  P-6             143,041             653         Units were initially sold for a price of $100. The Units are not traded on any exchange and there is no public trading market for them. The General Partner is aware of certain transfers of Units between unrelated parties,  some of which are facilitated by secondary trading firms and matching  services.  In addition, as further described below, the General Partner is aware of certain "4.9% tender offers" which have been made for the Units.  The General  Partner  believes that the transfers between unrelated parties have been limited and sporadic in number and volume. Other than trades facilitated by certain secondary trading firms and matching  services,  no  organized  trading  market for Units exists and none is expected  to  develop.  Due to the  nature of these  transactions,  the  General Partner has no verifiable  information regarding prices at which Units have been transferred.  Further,  a transferee may not become a substitute Limited Partner without the consent of the General Partner.        Pursuant to the terms of the Partnership  Agreements,  the General Partner is obligated to annually issue a repurchase  offer based on the estimated future net revenues from the Partnerships'  reserves and is calculated  pursuant to the terms of the  Partnership  Agreements.  Such  repurchase  offer is  recalculated monthly in order to reflect  cash  distributions  to the  Limited  Partners  and extraordinary  events.  The  following  table sets forth the  General  Partner's repurchase  offer per Unit as of the  periods  indicated.  For  purposes of this Annual  Report,  a  Unit  represents  an  initial  subscription  of  $100  to  a Partnership.                                          -30-                                   Repurchase Offer Prices                             -----------------------                         2004                          2005               2006             -------------------------     -------------------------     ----             1st    2nd    3rd    4th      1st     2nd    3rd   4th      1st P/ship      Qtr.   Qtr.   Qtr.   Qtr.     Qtr.    Qtr.   Qtr.  Qtr.     Qtr. - ------      ----   ----   ----   ----     ----    ----   ----  ----     ----   P-1        $22    $20    $31    $28      $25     $23    $44   $40      $36  P-3         23     20     30     27       25      22     41    38       34  P-4         17     15     24     22       19      17     27    25       21  P-5         20     18     22     20       18      16     24    21       19  P-6         26     23     30     27       25      22     38    35       32        In addition to this repurchase  offer,  some of the Partnerships have been subject to "4.9% tender offers" from several third parties.  The General Partner does not know the terms of these  offers or the prices  received  by the Limited Partners who accepted these offers.         Cash Distributions        Cash  distributions  are primarily  dependent  upon a  Partnership's  cash receipts  from  its  Net  Profits   Interests  and  cash   requirements  of  the Partnership.  Distributable cash is determined by the General Partner at the end of each calendar  quarter and distributed to the Limited Partners within 45 days after the end of the quarter.  Distributions are restricted to cash on hand less amounts  required  to be  retained  out of such cash as  determined  in the sole judgment of the General  Partner to pay costs,  expenses,  or other  Partnership obligations whether accrued or anticipated to accrue. In certain instances,  the General  Partner may not distribute the full amount of cash receipts which might otherwise be available  for  distribution  in an effort to equalize or stabilize the amounts of quarterly  distributions.  Any available  amounts not distributed are  invested  and the  interest  or income  thereon is for the  accounts of the Limited Partners.                                          -31-            The  following  is a summary  of cash  distributions  paid to the  Limited Partners during 2004 and 2005 and the first quarter of 2006:                                Cash Distributions                               ------------------                                     2004             -----------------------------------------------               1st           2nd          3rd          4th    P/ship   Quarter       Quarter      Quarter      Quarter    ------   -------       -------      -------      -------     P-1      $2.63         $2.89        $2.69        $2.97     P-3       2.36          2.75         2.37         2.76     P-4       1.91          2.31         2.27         2.85     P-5       1.66          1.53         1.90         1.85     P-6       2.76          2.62         2.66         3.05                                   2005                              2006             -----------------------------------------------       -------               1st           2nd          3rd          4th           1st    P/ship   Quarter       Quarter      Quarter      Quarter       Quarter    ------   -------       -------      -------      -------       -------     P-1      $2.80         $2.82        $3.25        $3.56         $4.29     P-3       2.43          2.62         3.09         3.27          4.04     P-4       2.68          2.33         2.69         2.73          3.64     P-5       1.82          2.02         2.40         2.59          2.51     P-6       1.70          3.31         2.75         2.86          3.31
The following tables present selected financial data for the Partnerships. This data should be read in  conjunction  with the  financial  statements of the Partnerships,  and the  respective  notes  thereto,  included  elsewhere in this Annual Report. See "Item 8. Financial Statements and Supplementary Data."                                                    -32-                                                       Selected Financial Data                                                       P-1 Partnership                                                      ---------------                                            2005            2004             2003            2002             2001                                       ------------    ------------     ------------    ------------     ------------        Net Profits                            $2,108,629      $1,480,785       $1,370,158      $  993,269       $1,295,509 Net Income:    Limited Partners                     1,695,098       1,161,372        1,070,553         686,720          899,400    General Partner                        195,300         133,520          126,336          87,636          115,696    Total                                1,890,398       1,294,892        1,196,889         774,356        1,015,096 Limited Partners' Net    Income per Unit                          15.68           10.75             9.91            6.35             8.32 Limited Partners' Cash    Distributions per Unit                   12.43           11.18             9.55            5.21            11.60 Total Assets                            1,605,641       1,219,098        1,271,859       1,230,892        1,090,742 Partners' Capital (Deficit)    Limited Partners                     1,635,042       1,283,944        1,330,572       1,292,019        1,168,299    General Partner                    (    29,401)    (    64,846)     (    58,713)    (    61,127)     (    77,557) Number of Units    Outstanding                            108,074         108,074          108,074         108,074          108,074                                            -33-                                                         Selected Financial Data                                                       P-3 Partnership                                                      ---------------                                         2005            2004             2003            2002             2001                                    ------------    ------------     ------------    ------------     ------------        Net Profits                         $3,059,312      $2,186,949       $1,993,107      $1,411,475       $1,886,577 Net Income:    Limited Partners                  2,456,223       1,607,490        1,540,460         949,607        1,277,744    General Partner                     283,257         196,130          182,540         122,969          167,610    Total                             2,739,480       1,803,620        1,723,000       1,072,576        1,445,354 Limited Partners' Net    Income per Unit                       14.48            9.48             9.08            5.60             7.53 Limited Partners' Cash    Distributions per    Unit                                  11.41           10.24             8.62            4.72            10.83 Total Assets                         2,404,854       1,835,461        1,971,380       1,889,346        1,719,156 Partners' Capital (Deficit)    Limited Partners                  2,409,113       1,888,890        2,018,400       1,940,940        1,793,333    General Partner                 (     4,259)    (    53,429)     (    47,020)    (    51,594)     (    74,177) Number of Units    Outstanding                         169,637         169,637          169,637         169,637          169,637                                           -34-                                                         Selected Financial Data                                                       P-4 Partnership                                                      ---------------                                            2005            2004             2003            2002             2001                                       ------------    ------------     ------------    ------------     ------------        Net Profits                            $1,827,833      $1,667,188       $1,573,059      $1,431,998       $2,142,197 Net Income:    Limited Partners                     1,420,887       1,281,492        1,181,958         878,439        1,560,544    General Partner                        165,161         149,916          140,282         124,069          196,368    Total                                1,586,048       1,431,408        1,322,240       1,002,508        1,756,912 Limited Partners' Net    Income per Unit                          11.25           10.15             9.36            6.95            12.36 Limited Partners' Cash    Distributions per Unit                   10.43            9.34            10.07            8.85            14.71 Total Assets                            1,305,009       1,186,842        1,076,763       1,176,251        1,401,980 Partners' Capital (Deficit)    Limited Partners                     1,348,375       1,244,488        1,142,996       1,234,038        1,473,599    General Partner                    (    43,366)    (    57,646)     (    66,233)    (    57,787)     (    71,619) Number of Units    Outstanding                            126,306         126,306          126,306         126,306          126,306                                            -35-                                                        Selected Financial Data                                                       P-5 Partnership                                                      ---------------                                         2005            2004             2003            2002             2001                                    ------------    ------------     ------------    ------------     ------------        Net Profits                         $1,591,572      $1,246,990       $1,280,650      $  885,782       $1,642,743 Net Income:    Limited Partners                  1,193,671         893,019          975,641         607,695        1,351,070    General Partner                     142,372         108,428           78,297          36,219           75,627    Total                             1,336,043       1,001,447        1,053,938         643,914        1,426,697 Limited Partners' Net    Income per Unit                       10.08            7.54             8.24            5.13            11.41 Limited Partners' Cash    Distributions per Unit                 8.83            6.94             8.16            4.61            16.85 Total Assets                         1,195,474       1,032,135          953,771         930,874          863,504 Partners' Capital (Deficit)    Limited Partners                  1,229,318       1,080,647        1,009,628       1,000,987          938,292    General Partner                 (    33,844)    (    48,512)     (    59,667)    (    70,113)     (    74,788) Number of Units    Outstanding                         118,449         118,449          118,449         118,449          118,449                                            -36-                                                        Selected Financial Data                                                       P-6 Partnership                                                      ---------------                                          2005              2004             2003             2002             2001                                     ------------      ------------     ------------     ------------     ------------        Net Profits                          $2,610,337        $1,864,246       $2,347,266       $1,476,251       $2,282,475 Net Income:    Limited Partners                   1,898,927         1,399,899        1,813,666          999,684        1,833,293    General Partner                      239,509           167,234          215,343          129,102          130,157    Total                              2,138,436         1,567,133        2,029,009        1,128,786        1,963,450 Limited Partners' Net    Income per Unit                        13.28              9.79            12.68             6.99            12.82 Limited Partners' Cash    Distributions per Unit                 10.62             11.09            11.81             6.38            20.23 Total Assets                          2,063,221         1,640,367        1,831,927        1,660,818        1,552,953 Partners' Capital (Deficit)    Limited Partners                   2,045,039         1,666,112        1,853,213        1,728,547        1,640,863    General Partner                  (    17,913)      (    52,148)     (    60,944)     (    67,729)     (    87,910) Number of Units    Outstanding                          143,041           143,041          143,041          143,041          143,041                                            -37-
Use of Forward-Looking Statements and Estimates        This Annual Report contains certain forward-looking  statements. The words "anticipate,"  "believe,"  "expect,"  "plan," "intend,"  "estimate,"  "project," "could," "may," and similar expressions are intended to identify forward-looking statements.  Such statements reflect  management's current views with respect to future  events and  financial  performance.  This Annual  Report  also  includes certain information which is, or is based upon, estimates and assumptions.  Such estimates and assumptions  are  management's  efforts to accurately  reflect the condition and operation of the Partnerships.        Use of  forward-looking  statements and estimates and assumptions  involve risks and uncertainties which include, but are not limited to, the volatility of oil and gas prices, the uncertainty of reserve  information,  the operating risk associated with oil and gas properties  (including the risk of personal  injury, death, property damage, damage to the well or producing reservoir, environmental contamination,  and other  operating  risks),  the  prospect of changing tax and regulatory laws, the availability and capacity of processing and  transportation facilities,  the  accuracy of third party  payments  and  billings,  the general economic  climate,  the supply and price of foreign  imports of oil and gas, the level of consumer product demand,  and the price and availability of alternative fuels.  Should  one or more of these  risks  or  uncertainties  occur or  should estimates or  underlying  assumptions  prove  incorrect,  actual  conditions  or results  may vary  materially  and  adversely  from those  stated,  anticipated, believed, estimated, or otherwise indicated.         General Discussion        The following  general  discussion  should be read in conjunction with the analysis  of  results  of  operations  provided  below.  The  primary  source of liquidity  and  Partnership  cash  distributions  comes  from  the net  revenues generated from the sale of oil and gas produced from the  Partnerships'  oil and gas  properties.  The level of net revenues is highly  dependent upon the prices received  for oil and gas  sales,  which  prices  have  historically  been  very volatile  and may  continue  to be so.  Additionally,  lower oil and natural gas prices  may reduce the  amount of oil and gas that is  economic  to produce  and reduce the  Partnerships'  revenues and cash flow.  Various  factors  beyond the Partnerships' control will affect prices for oil and natural gas, such as:                                            -38-            *     Worldwide and domestic supplies of oil and natural gas;       *     The  ability of the members of OPEC to agree upon and  maintain  oil             prices and production quotas;       *     Political  instability or armed conflict in oil-producing regions or             around major shipping areas;       *     The level of consumer demand and overall economic activity;       *     The competitiveness of alternative fuels;       *     Weather conditions and the impact of weather-related events;       *     The availability of pipelines for transportation;       *     Domestic and foreign government regulations and taxes; and       *     Market expectations.        It  is  not  possible to  predict the future  direction  of oil or natural gas prices or whether the above discussed  trends will remain.  Operating costs, including General and  Administrative  Expenses,  may not decline over time, may increase, or may experience only a gradual decline, thus adversely affecting net revenues as either  production  or oil and natural  gas prices  decline.  In any particular  period,  net  revenues may also be affected by either the receipt of proceeds from property sales or the incursion of additional costs as a result of well workovers, recompletions, new well drilling, and other events.        In addition to pricing, the level of net revenues is also highly dependent upon the total  volumes of oil and natural gas sold.  Oil and gas  reserves  are depleting  assets and will  experience  production  declines over time,  thereby likely  resulting  in  reduced  net  revenues.  Despite  this  general  trend of declining production,  several factors can cause the volumes of oil and gas sold to increase,  remain  relatively  constant,  or decrease at an even greater rate over a given period. These factors include, but are not limited to:        *     Geophysical conditions which cause an acceleration of the decline in             production;       *     The  shutting  in of wells (or the  opening  of  previously  shut-in             wells) due to low oil and gas  prices (or high oil and gas  prices),             mechanical  difficulties,  loss of a market  or  transportation,  or             performance of workovers,  recompletions, or other operations in the             well;       *     Prior period volume  adjustments  (either positive or negative) made             by operators of the properties;       *     Adjustments in ownership or rights to production in accordance  with             agreements governing the operation or ownership of the well (such as             adjustments that occur at payout or due to gas balancing); and       *     Completion of enhanced recovery  projects which increase  production             for the well.  Many of these  factors  are very  significant  as related to a single well or as related to many wells over a short period of time.                                          -39-     However,  due to the large  number  of wells  owned by the  Partnerships,  these factors  are  generally  not  material  as  compared  to the  normal  decline in production experienced on all remaining wells.         Results of Operations        An  analysis  of the  change  in net oil and gas  operations  (oil and gas sales, less lease operating  expenses and production taxes), is presented in the tables following "Results of Operations" under the heading "Average Proceeds and Units of Production." Following is a discussion of each Partnerships' results of operations  for the year ended  December  31, 2005 as compared to the year ended December  31, 2004 and for the year ended  December  31, 2004 as compared to the year ended December 31, 2003.                                   P-1 Partnership                                 ---------------                       Year Ended December 31, 2005 Compared                         to Year Ended December 31, 2004                     --------------------------------------        Total Net Profits increased  $628,000 (42.4%) in 2005 as compared to 2004. Of this increase $283,000 and $471,000,  respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of (i) $27,000 and $62,000,  respectively,  related to decreases in volumes  of oil  and gas  sold  and  (ii)  $37,000  related  to an  increase  in production  expenses.  Volumes of oil and gas sold  decreased  741  barrels  and 13,384 Mcf, respectively, in 2005 as compared to 2004.        The  decrease  in volumes of oil sold was  primarily  due to (i)  negative prior period  volume  adjustments  made by the operators on several wells during 2005,  (ii)  similar  positive  prior  period  volume  adjustments  made  by the operators  on several  other wells during  2004,  and (iii)  normal  declines in production.  These decreases were partially  offset by (i) positive prior period volume  adjustments made by the operators on several wells during 2005, (ii) the successful  completion of two new wells during late 2004,  and (iii) an increase in production on one significant  well following the successful 2004 workover of that well.        The  decrease in volumes of gas sold was  primarily  due to (i) a negative prior period  volume  adjustment  made by the operator on one  significant  well during 2005,  (ii) normal  declines in  production,  and (iii) a positive  prior period  volume  adjustment  included  in the  receipt of first  revenues  on one significant  well during 2004.  These  decreases  were  partially  offset by (i) positive prior period volume adjustments made by the operators on                                          -40-     several wells during 2005 and (ii) negative prior period volume adjustments made by the operators on several other wells during 2004.        The increase in  production  expenses was primarily due to (i) an increase in  production  taxes  associated  with the increase in oil and gas sales,  (ii) workover  expenses  incurred in 2005 on several wells,  and (iii) an increase in saltwater  disposal  expenses  incurred on one  significant  unit during 2005 as compared to 2004.  These  increases were partially  offset by workover  expenses incurred on two  significant  wells during  2004.  As of the date of this Annual Report,  management  anticipates  that the  saltwater  disposal  expenses on the significant unit will remain at 2005 levels.        Average  oil and gas prices  increased  to $51.56 per barrel and $6.60 per Mcf,  respectively,   in  2005  from  $36.36  per  barrel  and  $4.63  per  Mcf, respectively, in 2004.        Depletion of Net Profits  Interests  increased  $12,000 (17.4%) in 2005 as compared to 2004.  Of this  increase  (i) $11,000  was due to the  depletion  of additional  Net  Profits  Interests  as a result of the upward  revision  in the estimate of the asset  retirement  obligations,  of which  $6,000 was related to previously  fully  depleted  wells and (ii) $3,000 was due to accretion of these additional asset retirement  obligations.  These increases were partially offset by the decreases in volumes of oil and gas sold. As a percentage of Net Profits, this expense  decreased to 3.8% in 2005 from 4.6% in 2004,  primarily due to the increases in the average prices of oil and gas sold.        General and  administrative  expenses  increased  $6,000 (4.1%) in 2005 as compared to 2004. As a percentage of Net Profits,  these  expenses  decreased to 7.0% in 2005 from 9.6% in 2004, primarily due to the increase in Net Profits.        The Limited Partners have received cash distributions through December 31, 2005 totaling $18,204,558 or 168.45% of Limited Partners' capital contributions.                         Year Ended December 31, 2004 Compared                         to Year Ended December 31, 2003                     --------------------------------------        Total Net Profits  increased  $111,000 (8.1%) in 2004 as compared to 2003. Of this  increase  (i)  $155,000  and  $94,000,  respectively,  were  related to increases in the average prices of oil and gas sold and (ii) $21,000 was related to an increase in volumes of oil sold.  These increases were partially offset by a decrease of (i) $140,000 related to a decrease in volumes of gas sold and (ii) $19,000 related to an increase in production expenses.                                          -41-             Volumes  of oil sold  increased  753  barrels,  while  volumes of gas sold decreased 32,961 Mcf in 2004 as compared to 2003. The increase in volumes of oil sold was primarily due to positive prior period volume  adjustments made in 2004 by the operators on several wells.  These  increases  were  partially  offset by normal declines in production. The decrease in volumes of gas sold was primarily due to (i)  negative  prior  period  volume  adjustments  made  in  2004  by the operators on several wells and (ii) normal declines in production. The decreases in gas volumes  were  partially  offset by the receipt of first  revenues on one significant well during 2004.        The  increase in  production  expenses was  primarily  due to (i) workover expenses  incurred on two  significant  wells during  2004,  (ii) an increase in production  taxes associated with the increase in oil and gas sales, and (iii) a 2004 increase in production  taxes associated with the receipt of first revenues on one significant  well.  These increases were partially offset by (i) negative prior period  production tax  adjustments  made by the operator on several wells during 2004,  (ii) a decrease in lease  operating  expenses  associated with the decrease in volumes of gas sold, and (iii) workover expenses incurred on several wells during 2003.        Average  oil and gas prices  increased  to $36.36 per barrel and $4.63 per Mcf,  respectively,   in  2004  from  $28.35  per  barrel  and  $4.25  per  Mcf, respectively, in 2003.        Depletion of Net Profits  Interests  decreased  $12,000 (15.3%) in 2004 as compared to 2003. This decrease was primarily due to (i) upward revisions in the estimates of remaining oil and gas reserves during 2004 and (ii) the decrease in volumes of gas sold. As a percentage of Net Profits,  this expense  decreased to 4.6% in 2004 from 5.8% in 2003.  This  percentage  decrease was primarily due to (i) the dollar  decrease  in  depletion  of Net Profits  Interests  and (ii) the increase in the average prices of oil and gas sold.        General and administrative  expenses remained  relatively constant in 2004 and 2003. As a percentage of Net Profits,  these  expenses  decreased to 9.6% in 2004 from 10.4% in 2003.                                          -42-                                      P-3 Partnership                                 ---------------                       Year Ended December 31, 2005 Compared                         to Year Ended December 31, 2004                     --------------------------------------        Total Net Profits increased  $872,000 (39.9%) in 2005 as compared to 2004. Of this increase $363,000 and $710,000,  respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of (i) $33,000 and $120,000, respectively,  related to decreases in volumes  of oil  and gas  sold  and  (ii)  $48,000  related  to an  increase  in production  expenses.  Volumes of oil and gas sold  decreased  893  barrels  and 25,051 Mcf, respectively, in 2005 as compared to 2004.        The  decrease  in volumes of oil sold was  primarily  due to (i)  negative prior period  volume  adjustments  made by the operators on several wells during 2005,  (ii)  similar  positive  prior  period  volume  adjustments  made  by the operators  on several  other wells during  2004,  and (iii)  normal  declines in production.  These decreases were partially  offset by (i) positive prior period volume  adjustments made by the operators on several wells during 2005, (ii) the successful  completion of two new wells during late 2004,  and (iii) an increase in production on one significant  well following the successful 2004 workover of that well.        The  decrease in volumes of gas sold was  primarily  due to (i) a negative prior period  volume  adjustment  made by the operator on one  significant  well during 2005,  (ii) normal  declines in  production,  and (iii) a positive  prior period  volume  adjustment  included  in the  receipt of first  revenues  on one significant  well during 2004.  These  decreases  were  partially  offset by (i) positive prior period volume  adjustments made by the operators on several wells during 2005 and (ii) similar  negative prior period volume  adjustments  made by the operators on several other wells during 2004.        The increase in  production  expenses was primarily due to (i) an increase in  production  taxes  associated  with the increase in oil and gas sales,  (ii) workover  expenses  incurred on several wells during 2005, and (iii) an increase in saltwater  disposal  expenses incurred on one significant unit during 2005 as compared to 2004.  These  increases were partially  offset by workover  expenses incurred on two  significant  wells during  2004.  As of the date of this Annual Report,  management  anticipates  that the  saltwater  disposal  expenses on the significant unit will remain at 2005 levels.        Average  oil and gas prices  increased  to $51.53 per barrel and $6.75 per Mcf,  respectively,   in  2005  from  $36.42  per  barrel  and  $4.80  per  Mcf, respectively, in 2004.                                          -43-            Depletion of Net Profits  Interests  decreased  $87,000 (42.3%) in 2005 as compared to 2004.  This decrease was primarily due to (i) one  significant  well being fully depleted during 2004 due to the lack of remaining  reserves and (ii) the decreases in volumes of oil and gas sold.  These  decreases  were  partially offset by (i) an increase  of $15,000 due to the  depletion  of  additional  Net Profits  Interests  as a result of the upward  revision  in the  estimate of the asset  retirement  obligations,  of which $8,000 was related to previously fully depleted wells,  (ii) an increase of $4,000 due to accretion of these additional asset  retirement  obligations,  and  (iii) one  significant  well  being  fully depleted during 2005 due to the lack of remaining  reserves.  As a percentage of Net  Profits,  this expense  decreased  to 3.9% in 2005 from 9.4% in 2004.  This percentage decrease was primarily due to (i) the dollar decrease in Depletion of Net Profits  Interests and (ii) the  increases in the average  prices of oil and gas sold.        General and  administrative  expenses  increased  $6,000 (2.7%) in 2005 as compared to 2004. As a percentage of Net Profits,  these  expenses  decreased to 7.0% in 2005 from 9.6% in 2004, primarily due to the increase in Net Profits.        The Limited Partners have received cash distributions through December 31, 2005 totaling $25,490,401 or 150.26% of Limited Partners' capital contributions.                         Year Ended December 31, 2004 Compared                         to Year Ended December 31, 2003                     --------------------------------------        Total Net Profits  increased  $194,000 (9.7%) in 2004 as compared to 2003. Of this  increase  (i)  $201,000  and  $162,000,  respectively,  were related to increases in the average prices of oil and gas sold and (ii) $28,000 was related to an increase in volumes of oil sold.  These increases were partially offset by a decrease of (i) $159,000 related to a decrease in volumes of gas sold and (ii) $38,000 related to an increase in production expenses.        Volumes  of oil sold  increased  990  barrels,  while  volumes of gas sold decreased 36,303 Mcf in 2004 as compared to 2003. The increase in volumes of oil sold was primarily due to positive prior period volume  adjustments  made by the operators on several wells during 2004, which increases were partially offset by normal declines in production. The decrease in volumes of gas sold was primarily due to (i) negative  prior period  volume  adjustments  made by the operators on several  wells  during  2004 and  (ii)  normal  declines  in  production.  These decreases  were  partially  offset  by the  receipt  of  first  revenues  on one significant well during 2004.                                          -44-           The  increase in  production  expenses was  primarily  due to (i) workover expenses  incurred on two  significant  wells during  2004,  (ii) an increase in production taxes associated with the increase in oil and gas sales, and (iii) an increase in production  taxes  associated  with the receipt of first revenues on one significant  well during 2004.  These increases were partially offset by (i) negative prior period production tax adjustments made by the operator on several wells during 2004, (ii) a decrease in lease operating  expenses  associated with the decrease in volumes of gas sold,  and (iii)  workover  expenses  incurred on several wells during 2003.        Average  oil and gas prices  increased  to $36.42 per barrel and $4.80 per Mcf,  respectively,   in  2004  from  $28.37  per  barrel  and  $4.39  per  Mcf, respectively, in 2003.        Depletion of Net Profits  Interests  increased  $84,000 (69.0%) in 2004 as compared to 2003.  This  increase  was  primarily  due to one  significant  well becoming fully depleted during 2004 due to the lack of remaining reserves.  This increase  was  partially  offset by (i) upward  revisions  in the  estimates  of remaining  oil and gas reserves  during 2004 and (ii) the decrease in volumes of gas sold. As a percentage of Net Profits, this expense increased to 9.4% in 2004 from 6.1% in 2003.  This  percentage  increase was  primarily  due to the dollar increase in depletion of Net Profits Interests.        General and administrative  expenses remained  relatively constant in 2004 and 2003. As a percentage of Net Profits,  these  expenses  decreased to 9.6% in 2004 from 10.6% in 2003.                                    P-4 Partnership                                 ---------------                       Year Ended December 31, 2005 Compared                         to Year Ended December 31, 2004                     --------------------------------------        Total Net Profits  increased  $161,000 (9.6%) in 2005 as compared to 2004. Of this increase $225,000 and $369,000,  respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of (i) $78,000 and $220,000, respectively,  related to decreases in volumes  of oil and gas  sold  and  (ii)  $135,000  related  to an  increase  in production  expenses.  Volumes of oil and gas sold  decreased  1,948 barrels and 38,364 Mcf, respectively, in 2005 as compared to 2004.        The  decrease  in  volumes  of oil sold was  primarily  due to (i)  normal declines in production and (ii) the shutting-in of one  significant  well during late 2004 and early 2005 in order to perform a workover.  As of the date of this Annual Report, the                                          -45-     shut-in  well  has  returned  to  production  at a lower  rate  than  previously experienced. The lower production rate is expected to continue.        The  decrease  in  volumes  of gas sold was  primarily  due to (i)  normal declines in production,  (ii) a positive prior period volume adjustment included in the receipt of first revenues on one significant  well during 2004, and (iii) the shutting-in of two  significant  wells during early 2005 in order to perform workovers.  As of the  date of this  Annual  Report,  the  operator  has not yet determined  when or if the  shut-in  wells  will  return to  production,  and if returned to production, at what rate.        The  increase in  production  expenses was  primarily  due to (i) workover expenses  incurred on several wells during 2005,  (ii) an increase in production taxes  associated  with the increase in oil and gas sales,  and (iii) a positive prior period  production tax adjustment  made by the operator on one significant well during 2005.        Average  oil and gas prices  increased  to $54.22 per barrel and $7.60 per Mcf,  respectively,   in  2005  from  $39.91  per  barrel  and  $5.75  per  Mcf, respectively, in 2004.        Depletion  of Net Profits  Interests  increased  $5,000  (5.7%) in 2005 as compared to 2004.  Of this  increase  (i) $32,000  was due to the  depletion  of additional  Net  Profits  Interests  as a result of the upward  revision  in the estimate of the asset  retirement  obligations,  of which $20,000 was related to previously  fully depleted wells,  and (ii) $4,000 was due to accretion of these additional asset retirement  obligations.  These increases were partially offset by (i)  the  abandonment  of one  significant  well  during  2004  following  an unsuccessful  recompletion  attempt and (ii) the decreases in volumes of oil and gas sold. As a percentage of Net Profits, this expense decreased to 4.6% in 2005 from 4.7% in 2004.        General and  administrative  expenses  increased  $7,000 (4.2%) in 2005 as compared to 2004. As a percentage of Net Profits,  these  expenses  decreased to 9.2% in 2005 from 9.7% in 2004.        Cumulative cash distributions to the Limited Partners through December 31, 2005 were $20,214,945 or 160.05% of Limited Partners' capital contributions.                         Year Ended December 31, 2004 Compared                         to Year Ended December 31, 2003                     --------------------------------------        Total Net Profits increased $94,000 (6.0%) in 2004 as compared to 2003. Of this increase $181,000 and $130,000,  respectively, were related to increases in the average prices of                                          -46-     oil and gas sold.  These  increases  were  partially  offset by decreases of (i) $111,000 and $105,000, respectively,  related to decreases in volumes of oil and gas sold and (ii) $1,000 related to an increase in production expenses.  Volumes of oil and gas sold  decreased  3,752 barrels and 20,147 Mcf,  respectively,  in 2004 as compared to 2003.        The  decrease  in  volumes  of oil sold was  primarily  due to (i)  normal declines in production and (ii) the shutting in of one  significant  well during late 2004 due to  mechanical  problems.  The decrease in volumes of gas sold was primarily due to normal  declines in  production,  which  decrease was partially offset by the receipt of first revenues on one significant well during 2004.        The increase in  production  expenses was primarily due to (i) an increase in  production  taxes  associated  with the increase in oil and gas sales,  (ii) workover  expenses  incurred on several wells during 2004, and (iii) an increase in  production  taxes  associated  with the  receipt  of first  revenues  on one significant  well  during  2004.  These  increases  were  partially  offset by a decrease in lease operating expense  associated with the decreases in volumes of oil and gas sold.        Average  oil and gas prices  increased  to $39.91 per barrel and $5.75 per Mcf,  respectively,   in  2004  from  $29.66  per  barrel  and  $5.21  per  Mcf, respectively, in 2003.        Depletion of Net Profits  Interests  decreased  $13,000 (14.6%) in 2004 as compared to 2003. This decrease was primarily due to (i) upward revisions in the estimates of remaining  oil and gas reserves  during 2004 and (ii) the decreases in volumes of oil and gas sold.  These  decreases were  partially  offset by the abandonment  of one  significant  well during  2004  following  an  unsuccessful recompletion  attempt. As a percentage of Net Profits, this expense decreased to 4.7% in 2004 from 5.9% in 2003.  This  percentage  decrease was primarily due to (i) the dollar  decrease  in  depletion  of Net Profits  Interests  and (ii) the increase in the average prices of oil and gas sold.        General and administrative  expenses remained  relatively constant in 2004 and 2003. As a percentage of Net Profits,  these  expenses  decreased to 9.7% in 2004 from 10.2% in 2003.                                           -47-                                       P-5 Partnership                                 ---------------                       Year Ended December 31, 2005 Compared                         to Year Ended December 31, 2004                     --------------------------------------        Total Net Profits increased  $345,000 (27.6%) in 2005 as compared to 2004. Of this  increase  (i)  $70,000  and  $494,000,  respectively,  were  related to increases in the average  prices of oil and gas sold and (ii) $3,000 was related to an increase in volumes of oil sold.  These increases were partially offset by decreases of (i) $162,000  related to a decrease in volumes of gas sold and (ii) $60,000  related to an  increase  in  production  expenses.  Volumes of oil sold increased 79 barrels,  while volumes of gas sold decreased 31,893 Mcf in 2005 as compared to 2004.        The  increase  in volumes of oil sold was  primarily  due to (i)  positive prior period  volume  adjustments  made by the operators on several wells during 2005 and (ii) the successful completion of several new wells during mid 2004 and early and mid 2005.  These increases were partially offset by normal declines in production.        The  decrease  in  volumes  of gas sold was  primarily  due to (i)  normal declines in production,  (ii) a negative  prior period volume  adjustment on one significant  well during 2005,  and (iii) a  substantial  decline in  production during  2005 on one  significant  well  following a workover of that well during late 2004.  This well is not expected to return to its previously high levels of production.  The decreases in volumes of gas sold were  partially  offset by the successful  completion  of several  new wells  during mid to late 2004 and early 2005.        The  increase in  production  expenses was  primarily  due to (i) workover expenses  incurred  on  several  wells  during  2005  and  (ii) an  increase  in production  taxes  associated  with the  increase  in oil and gas  sales.  These increases were partially offset by workover  expenses  incurred on several other wells during 2004.        Average  oil and gas prices  increased  to $53.42 per barrel and $7.04 per Mcf,  respectively,   in  2005  from  $38.44  per  barrel  and  $5.08  per  Mcf, respectively, in 2004.        Depletion of Net Profits  Interests  increased  $12,000 (12.8%) in 2005 as compared to 2004.  Of this  increase  (i) $23,000  was due to the  depletion  of additional  Net  Profits  Interests  as a result of the upward  revision  in the estimate of the asset  retirement  obligations,  of which $16,000 was related to previously  fully  depleted  wells and (ii) $3,000 was due to accretion of these additional  asset  retirement  obligations.  This  increase  was  also due to an increase in depletable Net Profits                                          -48-     Interests during 2005 primarily due to the drilling of two developmental  wells. These  increases  were  partially  offset by (i) the  decrease in volumes of gas sold, (ii) one significant well being fully depleted during 2004 due to the lack of remaining reserves,  and (iii) upward revisions in the estimates of remaining oil and gas reserves  since  December 31, 2004.  As a percentage of Net Profits, this expense  decreased to 6.7% in 2005 from 7.6% in 2004,  primarily due to the increases in the average prices of oil and gas sold.        General and  administrative  expenses  increased  $7,000 (4.5%) in 2005 as compared to 2004. As a percentage of Net Profits,  these  expenses  decreased to 10.0% in 2005 from 12.2% in 2004, primarily due to the increase in Net Profits.        Cumulative cash distributions to the Limited Partners through December 31, 2005 were $14,257,759 or 120.37% of Limited Partners' capital contributions.                         Year Ended December 31, 2004 Compared                         to Year Ended December 31, 2003                     --------------------------------------        Total Net Profits decreased $34,000 (2.6%) in 2004 as compared to 2003. Of this decrease (i) $53,000 and $142,000,  respectively, were related to decreases in volumes of oil and gas sold and (ii)  $2,000 was  related to an  increase  in production  expenses.  These  decreases  were  partially  offset by increases of $39,000 and $124,000,  respectively,  related to increases in the average prices of oil and gas sold.        Volumes  of oil and gas sold  decreased  1,761  barrels  and  30,660  Mcf, respectively,  in 2004 as compared to 2003.  The decrease in volumes of oil sold was primarily due to (i) the  shutting-in of a producing zone on one significant well during late 2003 and (ii) normal  declines in  production.  The decrease in volumes of gas sold was primarily due to (i) downward revisions in the estimates of  remaining  gas  reserves  on one  significant  well  resulting  in  the  P-5 Partnership  becoming  over  produced in excess of estimated  ultimate  reserves thereby increasing gas imbalance payable and (ii) normal declines in production. These  decreases  were  partially  offset by the  successful  completion  of one significant well during early 2004.        The increase in production  expense was primarily due to workover expenses incurred on several wells during 2004, which increase was  substantially  offset by a decrease in lease  operating  expenses  associated  with the  decreases  in volumes of oil and gas sold.  Average oil and gas prices increased to $38.44 per barrel and $5.08 per Mcf, respectively, in 2004 from $30.01 per barrel and $4.64 per Mcf, respectively, in 2003.                                          -49-           Depletion of Net Profits  Interests  increased  $15,000 (19.2%) in 2004 as compared  to  2003.  This  increase  was  primarily  due to (i) an  increase  in depletable  Net  Profits  Interests  primarily  due  to  developmental  drilling activities on several properties during 2004 and (ii) one significant well being fully depleted in 2004 due to the lack of remaining  reserves.  These  increases were  partially  offset by the  decrease  in volumes  of oil and gas sold.  As a percentage of Net Profits,  this expense  increased to 7.6% in 2004 from 6.2% in 2003.  This  percentage  increase was  primarily  due to the dollar  increase in depletion of Net Profits Interests.        General and administrative  expenses remained  relatively constant in 2004 and 2003. As a percentage of Net Profits,  these expenses  increased to 12.2% in 2004 from 11.9% in 2003.                                    P-6 Partnership                                 ---------------                       Year Ended December 31, 2005 Compared                         to Year Ended December 31, 2004                     --------------------------------------        Total Net Profits increased  $746,000 (40.0%) in 2005 as compared to 2004. Of this  increase  (i)  $113,000  and  $673,000,  respectively,  were related to increases  in the  average  prices  of oil and gas sold and  (ii)  $131,000  was related to an increase in volumes of oil sold.  These  increases  were partially offset by a decrease of  $171,000  related to a decrease in volumes of gas sold. Volumes of oil sold increased 3,057 barrels, while volumes of gas sold decreased 31,961 Mcf in 2005 as compared to 2004.        The  increase in volumes of oil sold was  primarily  due to (i) a negative prior period volume  adjustment  made in 2004 by the operator on one significant well and (ii) the successful completion of several new wells during early to mid 2005.        The  decrease  in  volumes  of gas sold was  primarily  due to (i)  normal declines in production,  (ii) a substantial decline in production during 2005 on one  significant  well  following a workover  of that well during mid 2005,  and (iii) a negative prior period volume  adjustment on one significant  well during 2005.  The well with a  substantial  decline in  production  is not  expected to return to its previous  levels of  production.  The  decreases in volumes of gas sold were partially offset by (i) a negative prior period volume adjustment made in 2004 by the  operator  on another  significant  well and (ii) the  successful completion of several wells during mid to late 2004 and early 2005.        Increases in production  expenses were primarily due to (i) an increase in production  taxes  associated  with the  increase  in oil and gas sales and (ii) workover  expenses  incurred on several wells during 2005.  These increases were substantially offset by                                          -50-     (i) a prior period  production  tax  adjustment on one  significant  unit during 2004, (ii) workover  expenses incurred on two significant wells during 2004, and (iii)  the  abandonment  of one  significant  well  during  2004  due to  severe mechanical problems.        Average  oil and gas prices  increased  to $53.44 per barrel and $6.96 per Mcf,  respectively,   in  2005  from  $43.01  per  barrel  and  $5.33  per  Mcf, respectively, in 2004.        Depletion of Net Profits Interests  increased $176,000 (145.5%) in 2005 as compared to 2004.  Of this  increase  (i) $86,000  was due to the  depletion  of additional  Net  Profits  Interests  as a result of the upward  revision  in the estimate of the asset  retirement  obligations,  of which $64,000 was related to previously  fully depleted wells, and (ii) $10,000 was due to accretion of these additional asset retirement obligations.  This increase was also due to downward revisions  in the  estimates  of  remaining  oil and gas  reserves  following an unsuccessful  recompletion  attempt on one significant  well during 2005.  These increases were  partially  offset by one  significant  well being fully depleted during  2004 due to the  lack of  remaining  reserves.  As a  percentage  of Net Profits,  this expense  increased to 11.4% in 2005 from 6.5% in 2004,  primarily due to the dollar increase in depletion of Net Profits Interests.        General and  administrative  expenses  increased  $7,000 (3.7%) in 2005 as compared to 2004. As a percentage of Net Profits,  these  expenses  decreased to 7.1% in 2005 from 9.6% in 2004, primarily due to the increase in Net Profits.        The Limited Partners have received cash distributions through December 31, 2005 totaling $20,991,248 or 146.75% of Limited Partners' capital contributions.                         Year Ended December 31, 2004 Compared                         to Year Ended December 31, 2003                     --------------------------------------        Total Net Profits decreased  $483,000 (20.6%) in 2004 as compared to 2003. Of this  decrease  (i)  $234,000  and  $597,000,  respectively,  were related to decreases  in volumes of oil and gas sold and (ii)  $102,000  was  related to an increase in  production  expenses.  These  decreases  were  partially  offset by increases of $110,000 and  $340,000,  respectively,  related to increases in the average prices of oil and gas sold.        Volumes of oil and gas sold  decreased  8,115  barrels  and  130,618  Mcf, respectively,  in 2004 as compared to 2003.  The decrease in volumes of oil sold was primarily due to (i) a negative prior period volume  adjustment  made by the operator  on  one  significant   well  during  2004,  (ii)  normal  declines  in production, and (iii) the shutting-in of a producing zone on one                                          -51-     other significant well during late 2003. The decrease in volumes of gas sold was primarily due to (i) normal declines in production,  (ii) downward  revisions in the estimates of remaining gas reserves on one significant well resulting in the P-6 Partnership  becoming over produced in excess of estimated ultimate reserves thereby  increasing  gas imbalance  payable,  and (iii) a negative  prior period volume adjustment made on one significant well during 2004.        The  increase in  production  expenses  was  primarily  due to (i) a prior period  production  tax  adjustment on one  significant  unit during 2004,  (ii) workover  expenses  incurred on two significant wells during 2004, and (iii) the abandonment  of one  significant  well  during  2004  due to  severe  mechanical problems. These increases were partially offset by a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold.        Average  oil and gas prices  increased  to $43.01 per barrel and $5.33 per Mcf,  respectively,   in  2004  from  $28.89  per  barrel  and  $4.57  per  Mcf, respectively, in 2003.        Depletion of Net Profits  Interests  decreased  $22,000 (15.6%) in 2004 as compared to 2003. This decrease was primarily due to the decreases in volumes of oil and gas sold,  which decrease was partially  offset by one significant  well being fully  depleted  during 2004 due to the lack of remaining  reserves.  As a percentage of Net Profits,  this expense  increased to 6.3% in 2004 from 6.1% in 2003.        General and administrative  expenses remained  relatively constant in 2004 and 2003. As a percentage of Net Profits,  these  expenses  increased to 9.4% in 2004 from 7.7% in 2003, primarily due to the decrease in Net Profits.                                           -52-            Average Proceeds and Units of Production        The  following  tables  are  comparisons  of  the  annual  barrel  of  oil equivalent  ("boe")  (one  barrel  of oil or six  Mcf of gas)  and  the  average proceeds (oil and gas sales less lease operating  expenses and production taxes) received per boe  attributable  to the  Partnerships'  Net Profits for the years ended December 31, 2005, 2004, and 2003.                               2005 Compared to 2004                              ---------------------                                                     Average Proceeds per                           BOE                                BOE               -----------------------------       --------------------------    P/ship      2005      2004      % Change        2005     2004    % Change    ------     -------   -------    --------       ------   ------   --------      P-1        58,371    61,343       ( 5%)       $36.12   $24.14      50%     P-3        84,774    89,842       ( 6%)        36.09    24.34      48%     P-4        49,087    57,429       (15%)        37.24    29.03      28%     P-5        46,529    51,765       (10%)        34.21    24.09      42%     P-6        79,972    82,242       ( 3%)        32.64    22.67      44%                                2004 Compared to 2003                              ---------------------                                                     Average Proceeds per                           BOE                                BOE               -----------------------------       --------------------------    P/ship      2004      2003      % Change        2004     2003    % Change    ------     -------   -------    --------       ------   ------   --------      P-1       61,343     66,083       ( 7%)       $24.14   $20.73      16%     P-3       89,842     94,902       ( 5%)        24.34    21.00      16%     P-4       57,429     64,539       (11%)        29.03    24.37      19%     P-5       51,765     58,636       (12%)        24.09    21.84      10%     P-6       82,242    112,126       (27%)        22.67    20.93       8%         Liquidity and Capital Resources        Net  proceeds  from  operations  less  necessary   operating  capital  are distributed to the Limited  Partners on a quarterly  basis.  See "Item 5. Market for Units and Related  Limited  Partner  Matters." The net proceeds from the Net Profits  Interests are generally not reinvested in productive  assets.  Assuming 2005  production  levels for future  years,  the  Partnerships'  proved  reserve quantities at December 31, 2005 would have the following remaining lives:                                            -53-                  Partnership       Gas-Years        Oil-Years             -----------       ---------        ---------                  P-1               9.2            12.9                 P-3               9.5            13.2                 P-4               9.1             3.0                 P-5               8.8             8.6                 P-6               8.0            11.6  These life of reserves estimates are based on the current estimates of remaining oil and gas reserves. See "Item 2. Properties" for a discussion of these reserve estimates.  Any  decrease  from the high oil and gas prices at December 31, 2005 may cause a decrease in the estimated life of said reserves. As discussed below, the Partnerships must terminate no later than December 31, 2015 (ten years after December 31, 2005).        The   Partnerships'   available   capital   from  the  Limited   Partners' subscriptions  has been spent on Net Profits  Interests  and there  should be no further material capital  resource  commitments in the future.  The Partnerships have no debt commitments.        Expenditures by the Affiliated Programs for new wells, well recompletions, or workovers,  however,  may reduce or eliminate cash available for a particular quarterly cash distribution. During 2005, capital expenditures affecting the P-6 Partnership's Net Profits Interests totaled approximately $213,000.  These costs were indirectly incurred primarily as a result of recompletion activities on (i) the Henderson  Stovall GU #2 well located in Wharton County,  Texas and (ii) the Berniece 1 well located in Grayson  County,  Texas.  Other capital  expenditures incurred by the Partnerships  during 2005 were not material to the Partnerships' cash flows.        The Partnerships  sold certain Net Profits Interests during 2004 and 2003. No such sales occurred during 2005. These sales were made by the General Partner after giving due consideration to both the offer price and the General Partner's estimate of the  underlying  property's  remaining  proved  reserves  and future operating   costs.   Net  proceeds  from  the  sales  were  distributed  to  the Partnerships  and  included  in  the  calculation  of  the  Partnerships'   cash distributions for the quarter immediately following the Partnerships' receipt of the proceeds.  The amount of such proceeds from the sale of Net Profits Interest during 2005, 2004, and 2003, were as follows:                                              -54-            Partnership          2005             2004              2003       -----------         ------           -------           -------            P-1              $ -             $16,707           $45,230           P-3                -              21,366            57,301           P-4                -                 434               938           P-5                -                -                8,657           P-6                -                -                5,212        Over the years,  as part of the  normal  course of  business,  some of the Partnerships'  interests  in wells  have  been  sold,  generally  at oil and gas auctions.  Given the generally  favorable  current  environment  for oil and gas dispositions,  it is possible that the Partnerships  will increase the number of properties to be sold. In the event of sales,  any net proceeds are  distributed as soon as possible after the disposition.  Future  production,  costs, and cash flow will be reduced as properties are sold.        There can be no  assurance  as to the amount of the  Partnerships'  future cash distributions. The Partnerships' ability to make cash distributions depends primarily upon the level of available  cash flow generated by the  Partnerships' Net Profits Interests,  which will be affected (either positively or negatively) by many factors beyond the control of the  Partnerships,  including the price of and demand for oil and gas and other  market and  economic  conditions.  Even if prices and costs remain stable,  the amount of cash available for  distributions will decline over time (as the volume of production  from  producing  properties declines) since the Partnerships are not generally replacing production.        The  General  Partner  expects  general  and  administrative  expenses  to increase substantially during 2006 and 2007 due to costs required to comply with Section 404 of the  Sarbanes-Oxley  Act of 2002. Such anticipated  increase will reduce cash available for  distribution.  The General Partner expects at least a portion of this anticipated  increase in general and administrative  expenses to continue in years beyond 2007.        Pursuant  to the terms of the  Partnership  Agreements,  the  Partnerships would have terminated on December 31, 2005. However, the Partnership  Agreements provide that the General Partner may extend the term of each  Partnership for up to five periods of two years each. The General Partner has extended the terms of the Partnerships  for the first two-year  extension period to December 31, 2007. As of the date of this Annual  Report,  the General  Partner has not  determined whether to further extend the term of any Partnership.         Off-Balance Sheet Arrangements        The Partnerships do not have any off-balance sheet arrangements.                                          -55-             Tabular Disclosure of Contractual Obligations        The  Partnerships  do not have  any  contractual  obligations  of the type required to be disclosed under this heading.         Critical Accounting Policies        The  Partnerships  follow the successful  efforts method of accounting for their  Net  Profits   Interests.   Under  the  successful  efforts  method,  the Partnerships  capitalize all acquisition  costs.  Such acquisition costs include costs  incurred  by the  Partnerships  or the  General  Partner to acquire a Net Profits  Interest,  including  related  title  insurance or  examination  costs, commissions,  engineering, legal and accounting fees, and similar costs directly related to the acquisitions  plus an allocated  portion of the General Partner's property  screening  costs.  The net acquisition cost to the Partnerships of the Net Profits Interests in properties  acquired by the General Partner consists of the  cost of  acquiring  the  underlying  properties  adjusted  for the net cash results  of  operations,   including  any  interest   incurred  to  finance  the acquisition,  for the  period  of time the  properties  are held by the  General Partner.        Depletion  of the  cost  of  Net  Profits  Interests  is  computed  on the units-of-production  method.  The Partnerships'  calculation of depletion of its Net Profits Interests  includes  estimated  dismantlement and abandonment costs, net of estimated  salvage values  related to the underlying  properties in which the Partnership has a Net Profits Interest.        The  Partnerships  evaluate the  recoverability  of the carrying  costs of their Net Profits  Interests in proved oil and gas  properties  for each oil and gas field (rather than separately for each well). If the unamortized  costs of a Net Profits  Interest  within a field exceeds the expected  undiscounted  future cash flows from such Net Profits Interest,  the cost of the Net Profits Interest is written  down to fair  value,  which is  determined  by using the  discounted future cash flows from the Net Profits Interest.        Revenues from a Net Profits Interest consist of a share of the oil and gas sales of the property,  less operating and production expenses. The Partnerships accrue for oil and gas revenues less  expenses  from the Net Profits  Interests. Sales of gas  applicable  to the Net Profits  Interests  are recorded as revenue when  the gas is  metered  and  title  transferred  pursuant  to the  gas  sales contracts. During such times as sales of gas exceed a Partnership's pro rata Net Profits  Interest in a well,  such sales are  recorded as revenue  unless  total sales from the well have exceeded the Partnership's share of estimated total gas reserves  attributable to the underlying property,  at which time such excess is recorded as a liability. The rates per Mcf used                                          -56-     to  calculate  this  liability  are based on the average gas price for which the Partnerships are currently  settling this liability.  This liability is recorded as a reduction of accounts receivable.        Also  included  in  accounts  receivable(payable)-Net  Profits are amounts which  represent  costs  deferred or accrued  for Net Profits  relating to lease operating  expenses  incurred  in  connection  with  the  net  underproduced  or overproduced gas imbalance positions.  The rate used in calculating the deferred charge or accrued liability is the average annual production costs per Mcf.         Asset Retirement Obligation        The Partnerships' wells must be properly plugged and abandoned after their oil and gas  reserves  are  exhausted.  The  Partnerships  follow  FAS No.  143, "Accounting  for Asset  Retirement  Obligations"  in  accounting  for the future expenditures that will be necessary to plug and abandon these wells. FAS No. 143 requires the estimated plugging and abandonment  obligations to be recognized in the  period  in which  they are  incurred  (i.e.  when  the well is  drilled  or acquired)  if a  reasonable  estimate  of  fair  value  can  be  made  and to be capitalized as part of the carrying amount of the well.        New Accounting Pronouncements        The  Partnerships  are  not  aware  of  any  recently  issued   accounting pronouncements that would have an impact on the Partnerships'  future results of operations and financial position.         Inflation and Changing Prices        Prices obtained for oil and gas production  depend upon numerous  factors, including the extent of domestic and foreign production, foreign imports of oil, market  demand,  domestic  and  foreign  economic  conditions  in  general,  and governmental  regulations  and tax laws.  Inflationary  pressure on drilling and operating  costs have impacted the operating and drilling  costs incurred by the Partnerships.  This  pressure is  expected  to continue to the extent  commodity prices remain at their current levels. Oil and gas prices have fluctuated during recent years and generally have not followed the same pattern as inflation.  See "Item 2. Properties - Oil and Gas Production, Revenue, and Price History."                                           -57-
The Partnerships do not hold any market risk sensitive instruments.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  TO THE PARTNERS  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP AND GEODYNE NPI PARTNERSHIP P-1        In our opinion,  the accompanying  combined balance sheets and the related combined  statements of operations,  changes in partners'  capital (deficit) and cash flows present  fairly,  in all material  respects,  the combined  financial position  of  the  Geodyne   Institutional/Pension  Energy  Income  P-1  Limited Partnership,  a Texas limited  partnership,  and Geodyne NPI Partnership P-1, an Oklahoma  general  partnership,  at December 31, 2005 and 2004, and the combined results of their  operations and their cash flows for each of the three years in the period ended  December 31, 2005, in conformity  with  accounting  principles generally accepted in the United States of America.  These financial  statements are the responsibility of the Partnerships' management. Our responsibility is to express  an  opinion  on these  financial  statements  based on our  audits.  We conducted  our  audits of these  financial  statements  in  accordance  with the standards of the Public  Company  Accounting  Oversight  Board (United  States). Those standards  require that we plan and perform the audit to obtain reasonable assurance   about  whether  the  financial   statements  are  free  of  material misstatement.  An audit includes examining, on a test basis, evidence supporting the  amounts  and  disclosures  in  the  financial  statements,   assessing  the accounting  principles  used and significant  estimates made by management,  and evaluating the overall  financial  statement  presentation.  We believe that our audits provide a reasonable basis for our opinion.        As discussed in Note 1 of Notes to the Combined Financial Statements under the  heading  "Asset  Retirement  Obligation",  effective  January  1,  2003 the Partnerships  changed  the manner in which  they  account  for asset  retirement obligations.                                         PricewaterhouseCoopers LLP         Tulsa, Oklahoma March 29, 2006                                           F-1            GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP                            GEODYNE NPI PARTNERSHIP P-1                              Combined Balance Sheets                            December 31, 2005 and 2004                                        ASSETS                                      ------                                                         2005            2004                                                    ------------    ------------  CURRENT ASSETS:    Cash and cash equivalents                        $  595,286      $  448,368    Accounts receivable:       Net Profits                                      320,323          77,602                                                      ---------       ---------           Total current assets                       $  915,609      $  525,970  NET PROFITS INTERESTS, net, utilizing    the successful efforts method                       690,032         693,128                                                      ---------       ---------                                                      $1,605,641      $1,219,098                                                      =========       =========                              PARTNERS' CAPITAL (DEFICIT)                            ---------------------------  PARTNERS' CAPITAL (DEFICIT):    General Partner                                 ($   29,401)    ($   64,846)    Limited Partners, issued and      outstanding, 108,074 Units                      1,635,042       1,283,944                                                      ---------       ---------           Total Partners' capital                    $1,605,641      $1,219,098                                                      =========       =========                           The accompanying notes are an integral part of these                          combined financial statements.                                          F-2              GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP                            GEODYNE NPI PARTNERSHIP P-1                         Combined Statements of Operations               For the Years Ended December 31, 2005, 2004, and 2003                                        2005            2004             2003                                    ----------      ----------       ---------- REVENUES:    Net Profits                     $2,108,629      $1,480,785       $1,370,158    Interest income                      8,941           2,902            2,110    Gain on sale of       Net Profits Interests               349          17,563           43,930    Other income                          -              3,474             -                                     ---------       ---------        ---------                                    $2,117,919      $1,504,724       $1,416,198  COSTS AND EXPENSES:    Depletion of       Net Profits Interests        $   79,493      $   67,699       $   79,938    General and administrative         148,028         142,133          143,103                                     ---------       ---------        ---------                                    $  227,521      $  209,832       $  223,041                                     ---------       ---------        ---------  INCOME BEFORE CUMULATIVE EFFECT    OF ACCOUNTING CHANGE            $1,890,398      $1,294,892       $1,193,157     Cumulative effect of change       in accounting for asset       retirement obligations       (Note 1)                           -               -               3,732                                     ---------       ---------        ---------  NET INCOME                         $1,890,398      $1,294,892       $1,196,889                                     =========       =========        ========= GENERAL PARTNER -    NET INCOME                      $  195,300      $  133,520       $  126,336                                     =========       =========        ========= LIMITED PARTNERS -    NET INCOME                      $1,695,098      $1,161,372       $1,070,553                                     =========       =========        ========= NET INCOME    per Unit                        $    15.68      $    10.75       $     9.91                                     =========       =========        ========= UNITS OUTSTANDING                     108,074         108,074          108,074                                     =========       =========        =========                   The accompanying notes are an integral part of these                          combined financial statements.                                          F-3              GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP                            GEODYNE NPI PARTNERSHIP P-1           Combined Statements of Changes in Partners' Capital (Deficit)               For the Years Ended December 31, 2005, 2004, and 2003                                  Limited            General                                Partners           Partner            Total                              ------------        ----------      ------------  Balance, Dec. 31, 2002        $1,292,019         ($ 61,127)       $1,230,892    Net income                  1,070,553           126,336         1,196,889    Cash distributions        ( 1,032,000)        ( 123,922)      ( 1,155,922)                                ---------           -------         ---------  Balance, Dec. 31, 2003        $1,330,572         ($ 58,713)       $1,271,859    Net income                  1,161,372           133,520         1,294,892    Cash distributions        ( 1,208,000)        ( 139,653)      ( 1,347,653)                                ---------           -------         ---------  Balance, Dec. 31, 2004        $1,283,944         ($ 64,846)       $1,219,098    Net income                  1,695,098           195,300         1,890,398    Cash distributions        ( 1,344,000)        ( 159,855)      ( 1,503,855)                                ---------           -------         ---------  Balance, Dec. 31, 2005        $1,635,042         ($ 29,401)       $1,605,641                                =========           =======         =========                                    The accompanying notes are an integral part of these                          combined financial statements.                                            F-4            GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP                            GEODYNE NPI PARTNERSHIP P-1                         Combined Statements of Cash Flows               For the Years Ended December 31, 2005, 2004, and 2003                                            2005           2004           2003                                       ------------   ------------   ------------ CASH FLOWS FROM OPERATING    ACTIVITIES:    Net income                          $1,890,398     $1,294,892     $1,196,889    Adjustments to reconcile       net income to       net cash provided by       operating activities:       Cumulative effect of change          in accounting for asset          retirement obligations          (Note 1)                           -               -       (     3,732)       Depletion of Net          Profits Interests                 79,493         67,699         79,938       Gain on sale of          Net Profits Interests        (       349)   (    17,563)   (    43,930)       Settlement of asset          retirement obligation        (       496)          -               -       Net change in accounts          receivable / accounts          payable - Net Profits        (   299,785)        54,004    (     1,201)                                         ---------      ---------     ----------     Net cash provided by       operating activities             $1,669,261     $1,399,032     $1,227,964                                         ---------      ---------     ----------  CASH FLOWS FROM INVESTING    ACTIVITIES:    Capital expenditures               ($   18,488)   ($   19,298)   ($   26,919)    Proceeds from sale of       Net Profits Interests                  -            16,707         45,230                                         ---------      ---------     ----------     Net cash provided (used) by       investing activities            ($   18,488)   ($    2,591)    $   18,311                                         ---------      ---------      --------- CASH FLOWS FROM FINANCING    ACTIVITIES:    Cash distributions                 ($1,503,855)   ($1,347,653)   ($1,155,922)                                         ---------      ---------     ----------    Net cash used by financing       activities                      ($1,503,855)   ($1,347,653)   ($1,155,922)                                         ---------      ---------     ----------                                          F-5      NET INCREASE IN CASH    AND CASH EQUIVALENTS                $  146,918     $   48,788     $   90,353  CASH AND CASH EQUIVALENTS    AT BEGINNING OF PERIOD                 448,368        399,580        309,227                                         ---------      ---------      ---------  CASH AND CASH EQUIVALENTS   AT END OF PERIOD                     $  595,286     $  448,368     $  399,580                                         =========      =========      =========                                                        The accompanying notes are an integral part of these                          combined financial statements.                                          F-6                  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  TO THE PARTNERS  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3 AND GEODYNE NPI PARTNERSHIP P-3        In our opinion,  the accompanying  combined balance sheets and the related combined  statements of operations,  changes in partners'  capital (deficit) and cash flows present  fairly,  in all material  respects,  the combined  financial position of the Geodyne  Institutional/Pension Energy Income Limited Partnership P-3, an Oklahoma  limited  partnership,  and  Geodyne  NPI  Partnership  P-3, an Oklahoma  general  partnership,  at December 31, 2005 and 2004, and the combined results of their  operations and their cash flows for each of the three years in the period ended  December 31, 2005, in conformity  with  accounting  principles generally accepted in the United States of America.  These financial  statements are the responsibility of the Partnerships' management. Our responsibility is to express  an  opinion  on these  financial  statements  based on our  audits.  We conducted  our  audits of these  financial  statements  in  accordance  with the standards of the Public  Company  Accounting  Oversight  Board (United  States). Those standards  require that we plan and perform the audit to obtain reasonable assurance   about  whether  the  financial   statements  are  free  of  material misstatement.  An audit includes examining, on a test basis, evidence supporting the  amounts  and  disclosures  in  the  financial  statements,   assessing  the accounting  principles  used and significant  estimates made by management,  and evaluating the overall  financial  statement  presentation.  We believe that our audits provide a reasonable basis for our opinion.        As discussed in Note 1 of Notes to the Combined Financial Statements under the  heading  "Asset  Retirement  Obligation",  effective  January  1,  2003 the Partnerships  changed  the manner in which  they  account  for asset  retirement obligations.                                         PricewaterhouseCoopers LLP          Tulsa, Oklahoma March 29, 2006                                           F-7            GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3                            GEODYNE NPI PARTNERSHIP P-3                              Combined Balance Sheets                            December 31, 2005 and 2004                                        ASSETS                                      ------                                                       2005              2004                                                  ------------      ------------  CURRENT ASSETS:    Cash and cash equivalents                      $  885,655        $  633,196    Accounts receivable:       Net Profits                                    460,877           130,416                                                    ---------         ---------           Total current assets                     $1,346,532        $  763,612  NET PROFITS INTERESTS, net, utilizing    the successful efforts method                   1,058,322         1,071,849                                                    ---------         ---------                                                    $2,404,854        $1,835,461                                                    =========         =========                              PARTNERS' CAPITAL (DEFICIT)                            ---------------------------  PARTNERS' CAPITAL (DEFICIT):    General Partner                               ($    4,259)      ($   53,429)    Limited Partners, issued and      outstanding, 169,637 Units                    2,409,113         1,888,890                                                    ---------         ---------           Total Partners' capital                  $2,404,854        $1,835,461                                                    =========         =========                          The accompanying notes are an integral part of these                          combined financial statements.                                          F-8             GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3                            GEODYNE NPI PARTNERSHIP P-3                         Combined Statements of Operations               For the Years Ended December 31, 2005, 2004, and 2003                                        2005           2004             2003                                    ----------     ----------       ---------- REVENUES:    Net Profits                     $3,059,312     $2,186,949       $1,993,107    Interest income                     13,401          4,406            3,060    Gain on sale of       Net Profits Interests               440         22,514           55,610    Other income                          -             4,376             -                                     ---------      ---------        ---------                                     $3,073,153     $2,218,245       $2,051,777  COSTS AND EXPENSES:    Depletion of Net       Profits Interests            $  118,326     $  204,906       $  121,245    General and administrative         215,347        209,719          211,602                                     ---------      ---------        ---------                                    $  333,673     $  414,625       $  332,847                                     ---------      ---------        ---------  INCOME BEFORE CUMULATIVE EFFECT    OF ACCOUNTING CHANGE            $2,739,480     $1,803,620       $1,718,930     Cumulative effect of change       in accounting for asset       retirement obligations       (Note 1)                           -              -               4,070                                     ---------      ---------        --------- NET INCOME                         $2,739,480     $1,803,620       $1,723,000                                     =========      =========        ========= GENERAL PARTNER -    NET INCOME                      $  283,257     $  196,130       $  182,540                                     =========      =========        ========= LIMITED PARTNERS -    NET INCOME                      $2,456,223     $1,607,490       $1,540,460                                     =========      =========        ========= NET INCOME    per Unit                        $    14.48     $     9.48       $     9.08                                     =========      =========        ========= UNITS OUTSTANDING                     169,637        169,637          169,637                                     =========      =========        =========                    The accompanying notes are an integral part of these                          combined financial statements.                                          F-9               GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3                            GEODYNE NPI PARTNERSHIP P-3           Combined Statements of Changes in Partners' Capital (Deficit)               For the Years Ended December 31, 2005, 2004, and 2003                                   Limited            General                                 Partners           Partner            Total                               ------------        ----------      ------------  Balance, Dec. 31, 2002         $1,940,940         ($ 51,594)       $1,889,346    Net income                   1,540,460           182,540         1,723,000    Cash distributions         ( 1,463,000)        ( 177,966)      ( 1,640,966)                                 ---------           -------         ---------  Balance, Dec. 31, 2003         $2,018,400         ($ 47,020)       $1,971,380    Net income                   1,607,490           196,130         1,803,620    Cash distributions         ( 1,737,000)        ( 202,539)      ( 1,939,539)                                 ---------           -------         ---------  Balance, Dec. 31, 2004         $1,888,890         ($ 53,429)       $1,835,461    Net income                   2,456,223           283,257         2,739,480    Cash distributions         ( 1,936,000)        ( 234,087)      ( 2,170,087)                                 ---------           -------         ---------  Balance, Dec. 31, 2005         $2,409,113         ($  4,259)       $2,404,854                                 =========           =======         =========                                     The accompanying notes are an integral part of these                          combined financial statements.                                          F-10             GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3                            GEODYNE NPI PARTNERSHIP P-3                         Combined Statements of Cash Flows               For the Years Ended December 31, 2005, 2004, and 2003                                           2005            2004           2003                                      ------------    ------------   ------------ CASH FLOWS FROM OPERATING    ACTIVITIES:    Net income                         $2,739,480      $1,803,620     $1,723,000    Adjustments to reconcile       net income to       net cash provided by       operating activities:       Cumulative effect of change          in accounting for asset          retirement obligations          (Note 1)                           -               -       (     4,070)       Depletion of Net          Profits Interests               118,326         204,906        121,245       Gain on sale of          Net Profits Interests       (       440)    (    22,514)   (    55,610)       Settlement of asset          retirement obligation       (       622)           -              -       Net change in accounts          receivable / accounts          payable - Net Profits       (   406,835)         52,782    (     9,446)                                        ---------       ---------      ---------     Net cash provided by       operating activities            $2,449,909      $2,038,794     $1,775,119                                        ---------       ---------      ---------  CASH FLOWS FROM INVESTING    ACTIVITIES:    Capital expenditures              ($   27,363)    ($   68,952)   ($   43,489)    Proceeds from sale of       Net Profits Interests                 -             21,366         57,301                                        ---------       ---------      ---------     Net cash provided (used)       by investing activities        ($   27,363)    ($   47,586)    $   13,812                                        ---------       ---------      ---------  CASH FLOWS FROM FINANCING    ACTIVITIES:    Cash distributions                ($2,170,087)    ($1,939,539)   ($1,640,966)                                        ---------       ---------      ---------     Net cash used by financing       activities                     ($2,170,087)    ($1,939,539)   ($1,640,966)                                        ---------       ---------      ---------                                           F-11     NET INCREASE IN CASH    AND CASH EQUIVALENTS               $  252,459      $   51,669     $  147,965  CASH AND CASH EQUIVALENTS    AT BEGINNING OF PERIOD                633,196         581,527        433,562                                        ---------       ---------      ---------  CASH AND CASH EQUIVALENTS   AT END OF PERIOD                    $  885,655      $  633,196     $  581,527                                        =========       =========      =========                                                      The accompanying notes are an integral part of these                          combined financial statements.                                          F-12                  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  TO THE PARTNERS  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4 AND GEODYNE NPI PARTNERSHIP P-4        In our opinion,  the accompanying  combined balance sheets and the related combined  statements of operations,  changes in partners'  capital (deficit) and cash flows present  fairly,  in all material  respects,  the combined  financial position of the Geodyne  Institutional/Pension Energy Income Limited Partnership P-4, an Oklahoma  limited  partnership,  and  Geodyne  NPI  Partnership  P-4, an Oklahoma  general  partnership,  at December 31, 2005 and 2004, and the combined results of their  operations and their cash flows for each of the three years in the period ended  December 31, 2005, in conformity  with  accounting  principles generally accepted in the United States of America.  These financial  statements are the responsibility of the Partnerships' management. Our responsibility is to express  an  opinion  on these  financial  statements  based on our  audits.  We conducted  our  audits of these  financial  statements  in  accordance  with the standards of the Public  Company  Accounting  Oversight  Board (United  States). Those standards  require that we plan and perform the audit to obtain reasonable assurance   about  whether  the  financial   statements  are  free  of  material misstatement.  An audit includes examining, on a test basis, evidence supporting the  amounts  and  disclosures  in  the  financial  statements,   assessing  the accounting  principles  used and significant  estimates made by management,  and evaluating the overall  financial  statement  presentation.  We believe that our audits provide a reasonable basis for our opinion.        As discussed in Note 1 of Notes to the Combined Financial Statements under the  heading  "Asset  Retirement  Obligation",  effective  January  1,  2003 the Partnerships  changed  the manner in which  they  account  for asset  retirement obligations.                                         PricewaterhouseCoopers LLP         Tulsa, Oklahoma March 29, 2006                                          F-13           GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4                            GEODYNE NPI PARTNERSHIP P-4                              Combined Balance Sheets                            December 31, 2005 and 2004                                        ASSETS                                      ------                                                     2005              2004                                                 ------------      ------------  CURRENT ASSETS:    Cash and cash equivalents                     $  599,645        $  510,213    Accounts receivable:       Net Profits                                   304,105           281,672                                                   ---------         ---------           Total current assets                    $  903,750        $  791,885  NET PROFITS INTERESTS, net, utilizing    the successful efforts method                    401,259           394,957                                                   ---------         ---------                                                   $1,305,009        $1,186,842                                                   =========         =========                              PARTNERS' CAPITAL (DEFICIT)                            ---------------------------  PARTNERS' CAPITAL (DEFICIT):    General Partner                              ($   43,366)      ($   57,646)    Limited Partners, issued and      outstanding, 126,306 Units                   1,348,375         1,244,488                                                   ---------         ---------           Total Partners' capital                 $1,305,009        $1,186,842                                                   =========         =========                           The accompanying notes are an integral part of these                          combined financial statements.                                           F-14           GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4                            GEODYNE NPI PARTNERSHIP P-4                         Combined Statements of Operations               For the Years Ended December 31, 2005, 2004, and 2003                                        2005           2004            2003                                    ----------     ----------     ------------ REVENUES:    Net Profits                     $1,827,833     $1,667,188      $1,573,059    Interest income                      9,403          3,147           2,788    Gain on sale of       Net Profits Interests              -               962            -                                     ---------      ---------       ---------                                    $1,837,236     $1,671,297      $1,575,847  COSTS AND EXPENSES:    Depletion of Net       Profits Interests            $   83,298     $   78,779      $   92,194    General and administrative         167,890        161,110         160,974                                     ---------      ---------       ---------                                    $  251,188     $  239,889      $  253,168                                     ---------      ---------       ---------  INCOME BEFORE CUMULATIVE EFFECT    OF ACCOUNTING CHANGE            $1,586,048     $1,431,408      $1,322,679     Cumulative effect of change       in accounting for asset       retirement obligations       (Note 1)                           -              -        (       439)                                     ---------      ---------       ---------  NET INCOME                         $1,586,048     $1,431,408      $1,322,240                                     =========      =========       ========= GENERAL PARTNER -    NET INCOME                      $  165,161     $  149,916      $  140,282                                     =========      =========       ========= LIMITED PARTNERS -    NET INCOME                      $1,420,887     $1,281,492      $1,181,958                                     =========      =========       ========= NET INCOME    per Unit                        $    11.25     $    10.15      $     9.36                                     =========      =========       ========= UNITS OUTSTANDING                     126,306        126,306         126,306                                     =========      =========       =========                    The accompanying notes are an integral part of these                          combined financial statements.                                            F-15           GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4                            GEODYNE NPI PARTNERSHIP P-4           Combined Statements of Changes in Partners' Capital (Deficit)               For the Years Ended December 31, 2005, 2004, and 2003                                Limited            General                              Partners           Partner            Total                            ------------        ----------      ------------  Balance, Dec. 31, 2002      $1,234,038         ($ 57,787)       $1,176,251    Net income                1,181,958           140,282         1,322,240    Cash distributions      ( 1,273,000)        ( 148,728)      ( 1,421,728)                              ---------           -------         ---------  Balance, Dec. 31, 2003      $1,142,996         ($ 66,233)       $1,076,763    Net income                1,281,492           149,916         1,431,408    Cash distributions      ( 1,180,000)        ( 141,329)      ( 1,321,329)                              ---------           -------         ---------  Balance, Dec. 31, 2004      $1,244,488         ($ 57,646)       $1,186,842    Net income                1,420,887           165,161         1,586,048    Cash distributions      ( 1,317,000)        ( 150,881)      ( 1,467,881)                              ---------           -------         ---------  Balance, Dec. 31, 2005      $1,348,375         ($ 43,366)       $1,305,009                              =========           =======         =========                                     The accompanying notes are an integral part of these                          combined financial statements.                                           F-16           GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4                            GEODYNE NPI PARTNERSHIP P-4                         Combined Statements of Cash Flows               For the Years Ended December 31, 2005, 2004, and 2003                                          2005            2004           2003                                     ------------    ------------   ------------ CASH FLOWS FROM OPERATING    ACTIVITIES:    Net income                        $1,586,048      $1,431,408     $1,322,240    Adjustments to reconcile       net income to net cash       provided by operating       activities:       Cumulative effect of change          in accounting for asset          retirement obligations          (Note 1)                          -               -               439       Depletion of Net         Profits Interests                83,298          78,779         92,194       Gain on sale of Net          Profits Interests                 -        (       962)          -       Settlement of asset          retirement obligation             -        (        77)          -       Decrease in accounts          receivable - related          party                             -               -                 5       Net changes in accounts          receivable / accounts          payable - Net Profits      (   103,529)    (    46,036)        79,535                                       ---------       ---------      ---------     Net cash provided by      operating activities            $1,565,817      $1,463,112     $1,494,413                                       ---------       ---------      ---------  CASH FLOWS FROM INVESTING    ACTIVITIES:    Capital expenditures             ($    8,504)    ($   31,868)   ($   24,938)    Proceeds from sale of       Net Profits Interests                -                434            938                                       ---------       ---------      ---------     Net cash used by       investing activities          ($    8,504)    ($   31,434)   ($   24,000)                                       ---------       ---------      --------- CASH FLOWS FROM FINANCING    ACTIVITIES:    Cash distributions               ($1,467,881)    ($1,321,329)   ($1,421,728)                                       ---------       ---------      ---------    Net cash used by financing       activities                    ($1,467,881)    ($1,321,329)   ($1,421,728)                                       ---------       ---------      ---------                                          F-17      NET INCREASE IN CASH AND    CASH EQUIVALENTS                  $   89,432      $  110,349     $   48,685  CASH AND CASH EQUIVALENTS    AT BEGINNING OF PERIOD               510,213         399,864        351,179                                       ---------       ---------      ---------  CASH AND CASH EQUIVALENTS   AT END OF PERIOD                   $  599,645      $  510,213     $  399,864                                       =========       =========      =========                                                          The accompanying notes are an integral part of these                          combined financial statements.                                          F-18                  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  TO THE PARTNERS  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5 AND GEODYNE NPI PARTNERSHIP P-5        In our opinion,  the accompanying  combined balance sheets and the related combined  statements of operations,  changes in partners'  capital (deficit) and cash flows present  fairly,  in all material  respects,  the combined  financial position of the Geodyne  Institutional/Pension Energy Income Limited Partnership P-5, an Oklahoma  limited  partnership,  and  Geodyne  NPI  Partnership  P-5, an Oklahoma  general  partnership,  at December 31, 2005 and 2004, and the combined results of their  operations and their cash flows for each of the three years in the period ended  December 31, 2005, in conformity  with  accounting  principles generally accepted in the United States of America.  These financial  statements are the responsibility of the Partnerships' management. Our responsibility is to express  an  opinion  on these  financial  statements  based on our  audits.  We conducted  our  audits of these  financial  statements  in  accordance  with the standards of the Public  Company  Accounting  Oversight  Board (United  States). Those standards  require that we plan and perform the audit to obtain reasonable assurance   about  whether  the  financial   statements  are  free  of  material misstatement.  An audit includes examining, on a test basis, evidence supporting the  amounts  and  disclosures  in  the  financial  statements,   assessing  the accounting  principles  used and significant  estimates made by management,  and evaluating the overall  financial  statement  presentation.  We believe that our audits provide a reasonable basis for our opinion.        As discussed in Note 1 of Notes to the Combined Financial Statements under the  heading  "Asset  Retirement  Obligation",  effective  January  1,  2003 the Partnerships  changed  the manner in which  they  account  for asset  retirement obligations.                                         PricewaterhouseCoopers LLP        Tulsa, Oklahoma March 29, 2006                                           F-19            GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5                            GEODYNE NPI PARTNERSHIP P-5                              Combined Balance Sheets                            December 31, 2005 and 2004                                       ASSETS                                      ------                                                      2005              2004                                                  ------------      ------------  CURRENT ASSETS:    Cash and cash equivalents                      $  479,513        $  393,840    Accounts receivable:       Net Profits                                     76,668            37,416                                                    ---------         ---------           Total current assets                     $  556,181        $  431,256  NET PROFITS INTERESTS, net, utilizing    the successful efforts method                     639,293           600,879                                                    ---------         ---------                                                    $1,195,474        $1,032,135                                                    =========         =========                              PARTNERS' CAPITAL (DEFICIT)                            ---------------------------   PARTNERS' CAPITAL (DEFICIT):    General Partner                               ($   33,844)      ($   48,512)    Limited Partners, issued and      outstanding, 118,449 Units                    1,229,318         1,080,647                                                    ---------         ---------           Total Partners' capital                  $1,195,474        $1,032,135                                                    =========         =========                           The accompanying notes are an integral part of these                          combined financial statements.                                           F-20             GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5                            GEODYNE NPI PARTNERSHIP P-5                         Combined Statements of Operations               For the Years Ended December 31, 2005, 2004, and 2003                                          2005           2004            2003                                      ----------    ------------     ---------- REVENUES:    Net Profits                       $1,591,572     $1,246,990      $1,280,650    Interest income                        8,691          2,632           2,365    Loss on sale of Net       Profits Interests                    -       (       749)           -    Other income                           2,136           -               -                                       ---------      ---------       ---------                                      $1,602,399     $1,248,873      $1,283,015  COSTS AND EXPENSES:    Depletion of Net       Profits Interests              $  107,072     $   94,961      $   79,637    General and administrative           159,284        152,465         152,225                                       ---------      ---------       ---------                                      $  266,356     $  247,426      $  231,862                                       ---------      ---------       ---------  INCOME BEFORE CUMULATIVE EFFECT    OF ACCOUNTING CHANGE              $1,336,043     $1,001,447      $1,051,153     Cumulative effect of change       in accounting for asset       retirement obligations       (Note 1)                             -              -              2,785                                       ---------      ---------       ---------  NET INCOME                           $1,336,043     $1,001,447      $1,053,938                                       =========      =========       ========= GENERAL PARTNER -    NET INCOME                        $  142,372     $  108,428      $   78,297                                       =========      =========       ========= LIMITED PARTNERS -    NET INCOME                        $1,193,671     $  893,019      $  975,641                                       =========      =========       ========= NET INCOME    per Unit                          $    10.08     $     7.54      $     8.24                                       =========      =========       ========= UNITS OUTSTANDING                       118,449        118,449         118,449                                       =========      =========       =========                  The accompanying notes are an integral part of these                          combined financial statements.                                            F-21            GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5                            GEODYNE NPI PARTNERSHIP P-5           Combined Statements of Changes in Partners' Capital (Deficit)               For the Years Ended December 31, 2005, 2004, and 2003                                 Limited            General                               Partners           Partner            Total                             ------------        ----------      ------------  Balance, Dec. 31, 2002       $1,000,987         ($ 70,113)       $  930,874    Net income                   975,641            78,297         1,053,938    Cash distributions       (   967,000)        (  67,851)      ( 1,034,851)                               ---------           -------         ---------  Balance, Dec. 31, 2003       $1,009,628         ($ 59,667)       $  949,961    Net income                   893,019           108,428         1,001,447    Cash distributions       (   822,000)        (  97,273)      (   919,273)                               ---------           -------         ---------  Balance, Dec. 31, 2004       $1,080,647         ($ 48,512)       $1,032,135    Net income                 1,193,671           142,372         1,336,043    Cash distributions       ( 1,045,000)        ( 127,704)      ( 1,172,704)                               ---------           -------         ---------  Balance, Dec. 31, 2005       $1,229,318         ($ 33,844)       $1,195,474                               =========           =======         =========                                      The accompanying notes are an integral part of these                          combined financial statements.                                           F-22            GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5                            GEODYNE NPI PARTNERSHIP P-5                         Combined Statements of Cash Flows               For the Years Ended December 31, 2005, 2004, and 2003                                        2005           2004            2003                                   ------------   ------------    ------------ CASH FLOWS FROM OPERATING    ACTIVITIES:    Net income                      $1,336,043     $1,001,447      $1,053,938    Adjustments to reconcile       net income to       net cash provided by       operating activities:       Cumulative effect of change          in accounting for asset          retirement obligations          (Note 1)                        -              -        (     2,785)       Depletion of Net          Profits Interests            107,072         94,961          79,637       Loss on sale of Net          Profits Interests               -               749            -       Settlement of asset          retirement obligation           -       (       104)           -       Net change in accounts          receivable / accounts          payable - Net Profits    (   116,235)   (    62,284)    (     3,357)                                     ---------      ---------       ---------     Net cash provided by      operating activities          $1,326,880     $1,034,769      $1,127,433                                     ---------      ---------       ---------  CASH FLOWS FROM INVESTING    ACTIVITIES:    Capital expenditures           ($   68,503)   ($   59,150)    ($   16,739)    Proceeds from sale of       Net Profits Interests              -              -              8,657                                     ---------      ---------       ---------    Net cash used by       investing activities        ($   68,503)   ($   59,150)    ($    8,082)                                     ---------      ---------       --------- CASH FLOWS FROM FINANCING    ACTIVITIES:    Cash distributions             ($1,172,704)   ($  919,273)    ($1,034,851)                                     ---------      ---------       ---------    Net cash used by financing       activities                  ($1,172,704)   ($  919,273)    ($1,034,851)                                     ---------      ---------       ---------                                                  F-23        NET INCREASE IN CASH    AND CASH EQUIVALENTS            $   85,673     $   56,346      $   84,500  CASH AND CASH EQUIVALENTS    AT BEGINNING OF PERIOD             393,840        337,494         252,994                                     ---------      ---------       ---------  CASH AND CASH EQUIVALENTS   AT END OF PERIOD                 $  479,513     $  393,840      $  337,494                                     =========      =========       =========                                                         The accompanying notes are an integral part of these                          combined financial statements.                                          F-24                  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  TO THE PARTNERS  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6 AND GEODYNE NPI PARTNERSHIP P-6        In our opinion,  the accompanying  combined balance sheets and the related combined  statements of operations,  changes in partners'  capital (deficit) and cash flows present  fairly,  in all material  respects,  the combined  financial position of the Geodyne  Institutional/Pension Energy Income Limited Partnership P-6, an Oklahoma  limited  partnership,  and  Geodyne  NPI  Partnership  P-6, an Oklahoma  general  partnership,  at December 31, 2005 and 2004, and the combined results of their  operations and their cash flows for each of the three years in the period ended  December 31, 2005, in conformity  with  accounting  principles generally accepted in the United States of America.  These financial  statements are the responsibility of the Partnerships' management. Our responsibility is to express  an  opinion  on these  financial  statements  based on our  audits.  We conducted  our  audits of these  financial  statements  in  accordance  with the standards of the Public  Company  Accounting  Oversight  Board (United  States). Those standards  require that we plan and perform the audit to obtain reasonable assurance   about  whether  the  financial   statements  are  free  of  material misstatement.  An audit includes examining, on a test basis, evidence supporting the  amounts  and  disclosures  in  the  financial  statements,   assessing  the accounting  principles  used and significant  estimates made by management,  and evaluating the overall  financial  statement  presentation.  We believe that our audits provide a reasonable basis for our opinion.        As discussed in Note 1 of Notes to the Combined Financial Statements under the  heading  "Asset  Retirement  Obligation",  effective  January  1,  2003 the Partnerships  changed  the manner in which  they  account  for asset  retirement obligations.                                         PricewaterhouseCoopers LLP         Tulsa, Oklahoma March 29, 2006                                           F-25           GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6                            GEODYNE NPI PARTNERSHIP P-6                              Combined Balance Sheets                            December 31, 2005 and 2004                                       ASSETS                                      ------                                                   2005              2004                                               ------------      ------------  CURRENT ASSETS:    Cash and cash equivalents                   $  770,659        $  469,272                                                 ---------         ---------           Total current assets                  $  770,659        $  469,272  NET PROFITS INTERESTS, net, utilizing    the successful efforts method                1,292,562         1,171,095                                                 ---------         ---------                                                 $2,063,221        $1,640,367                                                 =========         =========                      LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)                    -------------------------------------------  CURRENT LIABILITIES:    Accounts payable:       Net Profits                              $   36,095        $   26,403                                                 ---------         ---------          Total current liabilities             $   36,095        $   26,403  PARTNERS' CAPITAL (DEFICIT):    General Partner                            ($   17,913)      ($   52,148)    Limited Partners, issued and      outstanding, 143,041 Units                 2,045,039         1,666,112                                                 ---------         ---------           Total Partners' capital               $2,027,126        $1,613,964                                                 =========         =========                                                 $2,063,221        $1,640,367                                                 =========         =========                    The accompanying notes are an integral part of these                          combined financial statements.                                           F-26                      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME                             LIMITED PARTNERSHIP P-6                           GEODYNE NPI PARTNERSHIP P-6                        Combined Statements of Operations              For the Years Ended December 31, 2005, 2004, and 2003                                     2005             2004              2003                                 ----------      ------------       ---------- REVENUES:    Net Profits                  $2,610,337       $1,864,246        $2,347,266    Interest income                  11,284            3,941             3,518    Loss on sale of Net       Profits Interests               -         (       256)             -    Other income                        733             -                 -                                  ---------        ---------         ---------                                  $2,622,354       $1,867,931        $2,350,784  COSTS AND EXPENSES:    Depletion of Net       Profits Interests         $  297,704       $  121,279        $  143,634    General and administrative      186,214          179,519           179,618                                  ---------        ---------         ---------                                 $  483,918       $  300,798        $  323,252                                  ---------        ---------         ---------  INCOME BEFORE CUMULATIVE    EFFECT OF ACCOUNTING    CHANGE                       $2,138,436       $1,567,133        $2,027,532     Cumulative effect of       change in accounting       for asset retirement       obligations (Note 1)            -                -                1,477                                  ---------        ---------         ---------  NET INCOME                      $2,138,436       $1,567,133        $2,029,009                                  =========        =========         ========= GENERAL PARTNER -    NET INCOME                   $  239,509       $  167,234        $  215,343                                  =========        =========         ========= LIMITED PARTNERS -    NET INCOME                   $1,898,927       $1,399,899        $1,813,666                                  =========        =========         ========= NET INCOME    per Unit                     $    13.28       $     9.79        $    12.68                                  =========        =========         ========= UNITS OUTSTANDING                  143,041          143,041           143,041                                  =========        =========         =========                 The accompanying notes are an integral part of these                          combined financial statements.                                          F-27                        GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME                              LIMITED PARTNERSHIP P-6                            GEODYNE NPI PARTNERSHIP P-6           Combined Statements of Changes in Partners' Capital (Deficit)               For the Years Ended December 31, 2005, 2004, and 2003                                Limited          General                              Partners         Partner            Total                            ------------      ----------      ------------  Balance, Dec. 31, 2002      $1,728,547       ($ 67,729)       $1,660,818    Net income                1,813,666         215,343         2,029,009    Cash distributions      ( 1,689,000)      ( 208,558)      ( 1,897,558)                              ---------         -------         ---------  Balance, Dec. 31, 2003      $1,853,213       ($ 60,944)       $1,792,269    Net income                1,399,899         167,234         1,567,133    Cash distributions      ( 1,587,000)      ( 158,438)      ( 1,745,438)                              ---------         -------         ---------  Balance, Dec. 31, 2004      $1,666,112       ($ 52,148)       $1,613,964    Net income                1,898,927         239,509         2,138,436    Cash distributions      ( 1,520,000)      ( 205,274)      ( 1,725,274)                              ---------         -------         ---------  Balance, Dec. 31, 2005      $2,045,039       ($ 17,913)       $2,027,126                              =========         =======         =========                                    The accompanying notes are an integral part of these                          combined financial statements.                                           F-28                        GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME                              LIMITED PARTNERSHIP P-6                            GEODYNE NPI PARTNERSHIP P-6                         Combined Statements of Cash Flows               For the Years Ended December 31, 2005, 2004, and 2003                                        2005             2004            2003                                   ------------     ------------    ------------  CASH FLOWS FROM OPERATING    ACTIVITIES:    Net income                      $2,138,436       $1,567,133      $2,029,009    Adjustments to reconcile       net income to net       cash provided by       operating activities:       Cumulative effect of          change in accounting          for asset retirement          obligations (Note 1)            -                -        (     1,477)       Depletion of Net         Profits Interests             297,704          121,279         143,634       Loss on sale of Net         Profits Interests                -                 256            -       Settlement of asset         retirement obligation     (       382)     (       388)           -       Net change in accounts         receivable / accounts         payable - Net Profits     (   279,798)     (    19,939)    (    20,933)                                     ---------        ---------       ---------     Net cash provided by       operating activities         $2,155,960       $1,668,341      $2,150,233                                     ---------        ---------       ---------  CASH FLOWS FROM INVESTING    ACTIVITIES:    Capital expenditures           ($  129,299)     ($   21,366)    ($    7,948)    Proceeds from sale of       Net Profits Interests              -                -              5,212                                     ---------        ---------       ---------     Net cash used by       investing activities        ($  129,299)     ($   21,366)    ($    2,736)                                     ---------        ---------       ---------  CASH FLOWS FROM FINANCING    ACTIVITIES:    Cash distributions             ($1,725,274)     ($1,745,438)    ($1,897,558)                                     ---------        ---------       ---------    Net cash used by financing       activities                  ($1,725,274)     ($1,745,438)    ($1,897,558)                                     ---------        ---------       ---------                                          F-29      NET INCREASE (DECREASE) IN    CASH AND CASH EQUIVALENTS       $  301,387      ($   98,463)     $  249,939  CASH AND CASH EQUIVALENTS    AT BEGINNING OF PERIOD             469,272          567,735         317,796                                     ---------        ---------       ---------  CASH AND CASH EQUIVALENTS    AT END OF PERIOD                $  770,659       $  469,272      $  567,735                                     =========        =========       =========                                                      The accompanying notes are an integral part of these                          combined financial statements.                                           F-30                         GEODYNE INSTITUTIONAL/PENSION PROGRAM                   Notes to the Combined Financial Statements             For the Periods Ended December 31, 2005, 2004, and 2003   1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        Organization and Nature of Operations        The Geodyne  Institutional/Pension Energy Income Limited Partnerships (the "Partnerships")  were formed pursuant to a public  offering of depositary  units ("Units").  Upon  formation,  investors  became  limited  partners (the "Limited Partners") and held Units issued by each Partnership.  Geodyne  Resources,  Inc. ("Geodyne") is the general partner of each of the Partnerships. Each Partnership is  a  general  partner  in  the  related  Geodyne  NPI  Partnership  (the  "NPI Partnerships")  in  which  Geodyne  serves  as  the  managing  partner.  Limited Partners' capital contributions were contributed to the related NPI Partnerships for  investment  in  net  profits  interests,   royalty  interests,   and  other nonoperating  interests in  producing  oil and gas  properties.  Most of the net profits  interests  acquired by the Partnerships have been carved out of working interests in producing  properties,  located in the  continental  United States, which  were  acquired  by  affiliated  oil  and  gas  investment  programs  (the "Affiliated Programs").        Net profits  interests entitle the Partnerships to a share of net revenues from producing  properties  measured by a specific percentage of the net profits realized by such Affiliated  Programs as owners of the working  interests in the producing  properties.  Except  where  otherwise  noted,  references  to certain operational  activities of the  Partnerships  are actually the activities of the Affiliated  Programs.  As the holder of a net profits interest, a Partnership is not liable to pay any amount by which oil and gas  operating  costs and expenses exceed revenues for any period, although any deficit, together with interest, is applied to reduce the amounts payable to the Partnership in subsequent  periods. As used in these financial statements, the Partnerships' net profits and royalty interests  in oil  and gas  sales  are  referred  to as  "Net  Profits"  and the Partnerships'  net profits and royalty  interests in oil and gas  properties are referred to as "Net Profits  Interests."  The  Partnerships do not directly bear capital costs.  However, the Partnerships  indirectly bear certain capital costs incurred by the Affiliated Programs to the extent such capital costs are charged against  the  applicable  oil and gas  revenues in  calculating  the net profits payable to the  Partnerships.  For financial  reporting  purposes,  such capital costs are reported as capital  expenditures in the  Partnerships'  Statements of Cash Flows.        The Partnerships  were activated on the following dates with the following Limited Partner capital contributions:                                          F-31                                                  Limited Partner                              Date of            Capital       Partnership          Activation        Contributions       -----------       -----------------   ---------------            P-1           October 25, 1988    $10,807,400           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        The  Partnerships'  original  termination  date  under  their  partnership agreements  was December 31, 2005.  The General  Partner may extend the terms of the Partnerships for up to five two-year extension periods.  The General Partner has extended the terms of the  Partnerships  for their first two-year  period to December  31,  2007.  The  General  Partner has not  determined  whether it will further extend the terms of any Partnership.        For  purposes of these  financial  statements,  the  Partnerships  and NPI Partnerships are collectively  referred to as the "Partnerships" and the general partner and  managing  partner  are  collectively  referred  to as the  "General Partner".  An  affiliate of the General  Partner  owned the  following  Units at December 31, 2005:                                                   Percent of                                  Number of       Outstanding             Partnership         Units Owned         Units             -----------        -----------       -----------                   P-1              31,873            29.5%                  P-3              71,177            42.0%                  P-4              34,971            27.7%                  P-5              30,375            25.6%                  P-6              21,675            15.2%        The  Partnerships'   sole  business  is  owning  Net  Profits   Interests. Substantially  all of the gas production  attributable to the  Partnerships' Net Profits  Interests  is being sold  regionally  on the "spot  market." Due to the highly  competitive  nature of the spot  market,  prices on the spot  market are subject to wide seasonal and regional pricing  fluctuations.  In addition,  such spot market  sales are  generally  short term in nature and are  dependent  upon obtaining  transportation services provided by pipelines.  The Partnerships' oil is sold at or near the Partnerships'  wells under short-term  purchase contracts at prevailing  arrangements which are customary in the oil industry.  The prices received for the  Partnerships'  oil and gas are subject to  influences  such as global consumption and supply trends.                                             F-32            Allocation of Costs and Revenues        The combination of the allocation provisions in each Partnerships' limited partnership agreement and NPI Partnerships' partnership agreement (collectively, the "Partnership  Agreement") results in allocations of costs and income between the Limited Partners and General Partner as follows:                                  Before Payout(1)        After Payout(1)                               --------------------    --------------------                               General     Limited     General     Limited                               Partner     Partners    Partner     Partners                               -------     --------    -------     --------       Costs(2) - --------------------------  Sales commissions, payment   for organization and   offering costs and   acquisition fee                1%         99%           -           - Property Acquisition   Costs                          1%         99%           1%         99% General and administrative   costs and direct   administrative costs(3)        5%         95%          15%         85%       Income(2) - --------------------------  Temporary investments of   Limited Partners'   Subscriptions                  1%         99%           1%         99% Income from oil and  gas production(3)               5%         95%          15%         85% Gain on sale of   Net Profits Interests(3)       5%         95%          15%         85% All other income(3)              5%         95%          15%         85%  - ----------  (1)   Payout occurs when total  distributions  to Limited  Partners  equal total       original Limited Partner subscriptions. (2)   The allocations in the table result  generally from the combined effect of       the  allocation  provisions in the  Partnership  Agreements.  For example,       direct  administrative costs of the NPI Partnership are allocated 95.9596%       to the  Partnership  and 4.0404% to the  managing  partner.  The  95.9596%       portion of these costs allocated to the limited  partnership,  when passed       through the limited  partnership,  is further allocated 99% to the Limited       Partners  and 1% to the  general  partner.  In  this  manner  the  Limited       Partners  are  allocated  95% of such  costs and the  General  Partner  is       allocated 5% of such costs.                                          F-33     (3)   If at payout the total distributions received by the Limited Partners from       the  commencement  of the property  investment  period have averaged on an       annualized basis an amount that is less than 12% of the Limited  Partners'       subscriptions, the percentage of income, and costs which are shared in the       same proportions as income, allocated to the General Partner will increase       to only 10% and the Limited  Partners  will be allocated 90% thereof until       such time, if ever, that the  distributions  to the Limited  Partners from       the  commencement  of the  property  investment  period  reaches  a yearly       average  equal to at least  12% of the  Limited  Partners'  subscriptions.       Thereafter,  income,  and costs shared in the same  proportions as income,       will be  allocated  15% to the  General  Partner  and  85% to the  Limited       Partners.        After payout,  operations and revenues for the  Partnerships are allocated using the 10%/90% after payout  percentages set forth in Footnote 3 to the table above. The Partnerships achieved payout during the following periods:              Partnership                   Payout Occurred             -----------                   ---------------                  P-1                       3rd Qtr. 1998                  P-3                       2nd Qtr. 2000                  P-4                       4th Qtr. 1999                  P-5                       3rd Qtr. 2003                  P-6                       3rd Qtr. 2001         Basis of Presentation        These  financial   statements   reflect  the  combined  accounts  of  each Partnership  after the  elimination of all  inter-partnership  transactions  and balances.         Cash and Cash Equivalents        The Partnerships consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents are not insured, which cause the Partnerships to be subject to risk.         Credit Risk        Accrued  oil  and gas  sales,  which  are  included  in the  Partnerships' accounts receivable  (accounts payable) - Net Profits, are due from a variety of oil and gas purchasers and, therefore,  indirectly subject the Partnerships to a concentration of credit risk. Some of these purchasers are discussed in Note 3 - Major Customers.                                           F-34            Net Profits Interests        The  Partnerships  follow the successful  efforts method of accounting for their  Net  Profits   Interests.   Under  the  successful  efforts  method,  the Partnerships  capitalize all acquisition  costs.  Such acquisition costs include costs  incurred  by the  Partnerships  or the  General  Partner to acquire a Net Profits  Interest,  including  related  title  insurance or  examination  costs, commissions,  engineering, legal and accounting fees, and similar costs directly related to the acquisitions  plus an allocated  portion of the General Partner's property  screening  costs.  The net acquisition cost to the Partnerships of the Net Profits Interests in properties  acquired by the General Partner consists of the cost of  acquiring  the  underlying  properties,  adjusted  for the net cash results  of  operations,   including   interest  incurred  to  finance  the  net acquisition,  for the  period  of time the  properties  are held by the  General Partner.        Depletion  of the  cost  of  Net  Profits  Interests  is  computed  on the units-of-production  method.  The Partnerships'  calculation of depletion of its Net Profits Interests  includes  estimated  dismantlement and abandonment costs, net of estimated salvage values. The depletion rate, which includes accretion of the asset retirement  obligation,  per equivalent  barrel of oil produced during the years ended December 31, 2005, 2004, and 2003 were as follows:                    Partnership       2005         2004        2003                   -----------       -----        -----       -----                        P-1           $1.36        $1.10       $1.21                       P-3            1.40         2.28        1.28                       P-4            1.70         1.37        1.43                       P-5            2.30         1.83        1.36                       P-6            3.72         1.47        1.28        The  Partnerships  evaluate the  recoverability  of the carrying  costs of their Net Profits Interests in proved oil and gas properties at the field level. If the  unamortized  costs of a Net Profits  Interest  within a field exceed the expected undiscounted future cash flows from such Net Profits Interest, the cost of the Net Profits  Interest is written down to fair value,  which is determined by using the  discounted  future  cash flows from the Net Profits  Interest.  No non-cash charges against earnings  (impairment  provisions) were recorded by the Partnerships during the three years ended December 31, 2005.        The risk that the  Partnerships  will be  required  to  record  impairment provisions in the future increases as oil and gas prices decrease.                                           F-35            Accounts Receivable (Accounts Payable) - Net Profits        Revenues from a Net Profits Interest consist of a share of the oil and gas sales of the property,  less operating and production expenses. The Partnerships accrue for oil and gas revenues less  expenses  from its Net Profits  Interests. Sales of gas  applicable  to the Net Profits  Interests  are recorded as revenue when  the gas is  metered  and  title  transferred  pursuant  to the  gas  sales contracts. During such times as sales of gas exceed a Partnership's pro rata Net Profits  Interest in a well,  such sales are  recorded as revenue  unless  total sales from the well have exceeded the Partnership's share of estimated total gas reserves  attributable to the underlying property,  at which time such excess is recorded as a liability.  The rates per Mcf used to calculate  the liability are based on the average gas price for which the Partnerships are currently settling this  liability.   This  liability  is  recorded  as  a  reduction  of  accounts receivable.        Also included in accounts receivable  (accounts payable) - Net Profits are the estimated asset retirement  obligations (see "Asset Retirement  Obligation") and the  amounts  which  represent  costs  deferred  or accrued  for Net Profits relating  to  lease  operating  expenses  incurred  in  connection  with the net underproduced  or  overproduced  gas  imbalance  positions.  The  rate  used  in calculating  the  deferred  charge or accrued  liability  is the average  annual production costs per Mcf.        The Partnerships have not entered into any hedging or derivative contracts in connection with their production and sale of oil and gas.         General and Administrative Overhead        The General  Partner and its  affiliates are reimbursed for actual general and  administrative  costs  incurred  and  attributable  to the  conduct  of the business affairs and operations of the Partnerships.         Use of Estimates in Financial Statements        The  preparation  of financial  statements  in conformity  with  generally accepted  accounting  principles  requires  management  to  make  estimates  and assumptions  that  affect the  reported  amounts of assets and  liabilities  and disclosure of  contingent  assets and  liabilities  at the date of the financial statements  and the  reported  amounts  of  revenues  and  expenses  during  the reporting  period.  Actual results could differ from those  estimates.  Further, accounts   receivable   (accounts   payable)  -  Net  Profits  includes  accrued liabilities, accrued lease operating expenses, asset retirement obligations, and deferred  lease  operating  expenses  related  to gas  balancing  which  involve estimates that could materially differ from the actual amounts ultimately                                          F-36     realized or incurred in the near term.  Oil and gas  reserves  (see Note 4) also involve  significant  estimates  which could  materially  differ from the actual amounts ultimately realized.         Income Taxes        Income or loss for income tax  purposes  is  includable  in the income tax returns of the partners.  Accordingly,  no recognition  has been given to income taxes in these financial statements.         Asset Retirement Obligation        The Partnerships' wells must be properly plugged and abandoned after their oil and gas reserves are exhausted.  FAS No. 143 requires the estimated plugging and  abandonment  obligations  to be  recognized in the period in which they are incurred (i.e. when the well is drilled or acquired) if a reasonable estimate of fair value can be made and to be capitalized  as part of the carrying  amount of the well.  Estimated  abandonment  dates will be revised in the future  based on changes to related economic lives, which vary with product prices and production costs.  Estimated  plugging  costs  may also be  adjusted  to  reflect  changing industry  experience.  On January 1, 2003, the Partnerships adopted FAS No. 143, "Accounting  for Asset  Retirement  Obligations"  and  recorded  an  increase in capitalized cost of oil and gas properties, an increase (decrease) in net income for the cumulative  effect of the change in accounting  principal,  and an asset retirement   obligation.   During  the  year  ended   December  31,  2005,   the Partnerships'  asset  retirement  obligations  were  revised  upward  due  to an increase in both the labor and rig costs  associated with plugging  wells.  Cash flows would not be affected until wells are actually plugged and abandoned.        The asset  retirement  obligation will be adjusted upwards each quarter in order to recognize accretion of the time-related  discount factor. For 2005, the P-1, P-3,  P-4,  P-5, and P-6  Partnerships  recognized  approximately  $17,000, $25,000,  $38,000,  $30,000,  and  $95,000,  respectively,  of  an  increase  in depletion  of Net Profits  Interests,  which was  comprised  of accretion of the asset  retirement  obligation  and  depletion  of the  increase  in Net  Profits Interests.        The components of the change in asset retirement obligations for the years ended December 31, 2005 and 2004 are as shown below.                                          F-37                                       P-1 Partnership                                  ---------------                                               2005              2004                                           ----------        ----------  Total Asset Retirement    Obligation, January 1                   $ 58,753          $ 56,388 Additions                                       803                27 Revisions                                    54,482              - Settlements and Disposals                 (   1,250)        (     238) Accretion Expense                             5,692             2,576                                             -------           ------- Total Asset Retirement    Obligation, December 31                 $118,480          $ 58,753                                             =======           =======                                    P-3 Partnership                                  ---------------                                               2005              2004                                           ----------        ----------  Total Asset Retirement    Obligation, January 1                   $ 99,718          $ 95,666 Additions                                     1,016                33 Revisions                                    76,321              - Settlements and Disposals                 (   1,574)        (     300) Accretion Expense                             8,731             4,319                                             -------           ------- Total Asset Retirement    Obligation, December 31                 $184,212          $ 99,718                                             =======           =======                                    P-4 Partnership                                  ---------------                                               2005              2004                                           ----------        ----------  Total Asset Retirement    Obligation, January 1                   $ 56,920          $ 56,632 Revisions                                    75,529               440 Settlements and Disposals                      -            (   2,277) Accretion Expense                             6,265             2,125                                             -------           ------- Total Asset Retirement    Obligation, December 31                 $138,714          $ 56,920                                             =======           =======                                           F-38                                        P-5 Partnership                                  ---------------                                               2005              2004                                           ----------        ----------  Total Asset Retirement    Obligation, January 1                   $ 76,681          $ 72,299 Additions                                     1,477             1,608 Revisions                                    58,400              - Settlements and Disposals                      -            (     104) Accretion Expense                             6,241             2,878                                             -------          -------- Total Asset Retirement    Obligation, December 31                 $142,799          $ 76,681                                             =======           =======                                    P-6 Partnership                                  ---------------                                               2005              2004                                           ----------        ----------  Total Asset Retirement    Obligation, January 1                   $208,086          $206,661 Additions                                       573               954 Revisions                                   192,567              - Settlements and Disposals                 (   5,636)        (   6,956) Accretion Expense                            17,855             7,427                                             -------          -------- Total Asset Retirement    Obligation, December 31                 $413,445          $208,086                                             =======           =======   2. TRANSACTIONS WITH RELATED PARTIES        The  Partnerships  reimburse  the  General  Partner  for the  general  and administrative  overhead applicable to the Partnerships,  based on an allocation of actual costs incurred by the General  Partner.  When costs  incurred  benefit other  Partnerships  and  affiliates,  the  allocation  of costs is based on the relationship  of the  Partnerships'  reserves to the total reserves owned by all Partnerships and affiliates. The General Partner believes this allocation method is reasonable. Although the actual costs incurred by the General Partner and its affiliates have fluctuated during the three years presented, the amounts charged to the Partnerships  have not fluctuated due to expense  limitations  imposed by the  Partnership  Agreement.  The following is a summary of payments made to the General  Partner  or  its  affiliates  by  the   Partnerships  for  general  and administrative                                          F-39     overhead costs for the years ended December 31, 2005, 2004, and 2003:              Partnership         2005        2004        2003             -----------       --------    --------    --------                   P-1          $113,760    $113,760    $113,760                  P-3           178,560     178,560     178,560                  P-4           132,960     132,960     132,960                  P-5           124,680     124,680     124,680                  P-6           150,564     150,564     150,564        Affiliates of the Partnerships  operate certain of the properties in which the  Partnerships  own a Net Profits  Interest  and their  policy is to bill the owners of the working interests of such properties for all customary charges and cost  reimbursements  associated  with  these  activities,   together  with  any compressor rentals, consulting, or other services provided.   3. MAJOR CUSTOMERS        The following table sets forth purchasers who  individually  accounted for ten percent or more of combined  oil and gas sales  attributable  to each of the Partnership's  Net Profits  Interest  during the years ended  December 31, 2005, 2004, and 2003:                                                            Percentage                                                 ----------------------------- Partnership              Purchaser               2005        2004       2003 - -----------       ------------------------       -----       -----      -----      P-1           Duke Energy Field                     Services, Inc.                     ("Duke")                     10.7%       11.5%        -                   Cinergy Marketing                     ("Cinergy")                    -         13.2%      14.3%                   Chevron U.S.A., Inc.             -         11.3%        -      P-3           Duke                           13.9%       14.9%        -                   Cinergy                          -         12.0%      13.2%      P-4           ConocoPhillips Company         27.8%         -          -                   Gulfterra Central                     Point Alloc.                 21.8%       11.4%        -                   Enogex Services                     Corporation ("Enogex")       10.1%         -          -                   Eaglwing Trading, Inc.           -         25.3%      25.9%                   Valero Industrial                     Gas LP                         -           -        22.8%                                          F-40         P-5           ONEOK Texas Energy                     Resources ("ONEOK")          21.0%       14.6%      14.4%                   Enogex                         18.2%       20.2%      18.3%                   Cinergy                        11.7%       16.1%      27.0%                   Duke                           10.3%       11.5%      13.6%      P-6           Duke                           19.8%       23.1%      22.9%                   Kinder Morgan, Inc.            17.1%       19.5%      18.0%                   ONEOK                          13.3%       11.1%        -                   Cinergy                          -           -        15.2%        In the  event  of  interruption  of  purchases  by one or  more  of  these significant  customers or the cessation or material  change in  availability  of open  access  transportation  by pipeline  transporters,  the  Partnerships  may encounter  difficulty in marketing  their gas and in maintaining  historic sales levels. Alternative purchasers or transporters may not be readily available.   4. SUPPLEMENTAL OIL AND GAS INFORMATION        The following supplemental  information regarding the Net Profits Interest activities  of  the  Partnerships  is  presented   pursuant  to  the  disclosure requirements promulgated by the SEC.         Capitalized Costs        Capitalized costs and accumulated  depletion at December 31, 2005 and 2004 were as follows:                                    P-1 Partnership                                 ---------------                                                2005               2004                                           -------------     ------------- Net Profits Interests in proved   oil and gas properties                   $ 6,474,014       $ 6,539,536  Less accumulated depletion   and valuation allowance                 (  5,783,982)     (  5,846,408)                                             ----------        ----------   Net Profits Interests, net               $   690,032       $   693,128                                             ==========        ==========                                           F-41                                      P-3 Partnership                                 ---------------                                                2005               2004                                           -------------     ------------- Net Profits Interests in proved    oil and gas properties                  $ 9,889,591       $ 9,964,344  Less accumulated depletion    and valuation allowance                (  8,831,269)     (  8,892,495)                                             ----------        ----------    Net Profits Interests, net              $ 1,058,322       $ 1,071,849                                             ==========        ==========                                   P-4 Partnership                                 ---------------                                                2005               2004                                           -------------     ------------- Net Profits Interests in proved    oil and gas properties                  $ 8,134,269       $ 8,050,934  Less accumulated depletion    and valuation allowance                (  7,733,010)     (  7,655,977)                                             ----------        ----------    Net Profits Interests, net              $   401,259       $   394,957                                             ==========        ==========                                   P-5 Partnership                                 ---------------                                                2005               2004                                           -------------     ------------- Net Profits Interests in proved    oil and gas properties                  $ 9,156,799       $ 9,509,448  Less accumulated depletion    and valuation allowance                (  8,517,506)     (  8,908,569)                                             ----------        ----------    Net Profits Interest, net               $   639,293       $   600,879                                             ==========        ==========                                           F-42                                      P-6 Partnership                                 ---------------                                                 2005               2004                                           -------------     ------------- Net Profits Interests in proved    oil and gas properties                  $11,605,260       $11,329,527  Less accumulated depletion    and valuation allowance                ( 10,312,698)     ( 10,158,432)                                             ----------        ----------    Net Profits Interests, net              $ 1,292,562       $ 1,171,095                                             ==========        ==========         Costs Incurred        No  property  acquisition  or  exploration  costs  were  incurred  by  the Partnerships during the three years ended December 31, 2005. The following table sets forth the  development  costs  related to the working  interests  which are burdened  by the  Partnerships'  Net  Profits  Interests  during the years ended December 31, 2005, 2004, and 2003. Since these acquisition and development costs were charged  against the Net Profits  payable to the  Partnerships,  such costs were indirectly borne by the Partnerships.        Partnership                   2005(1)       2004      2003(2)       -----------                  --------     -------     -------             P-1                     $ 15,825     $25,183     $26,919            P-3                       19,244      80,861      43,489            P-4                        7,805      36,380      24,938            P-5                       79,369      75,826      16,739            P-6                      213,430      26,625       7,948        --------------- (1)      Excludes the estimated  asset  retirement  costs for the P-1, P-3, P-4,          P-5, and P-6 Partnerships of approximately $54,000,  $76,000,  $76,000,          $58,000, and $193,000, respectively,  recorded as a revision in FAS No.          143  during  2005 due to an  increase  in both the  labor and rig costs          associated with plugging wells. (2)      Excludes the estimated  asset  retirement  costs for the P-1, P-3, P-4,          P-5, and P-6 Partnerships of approximately $32,000,  $56,000,  $37,000,          $44,000,  and $149,000,  respectively,  recorded as part of the FAS No.          143 implementation.         Quantities of Proved Oil and Gas Reserves - Unaudited        The  following  tables  summarize  changes  in net  quantities  of  proved reserves attributable to the Partnerships' Net Profits                                          F-43     Interests,  all of which are located in the United  States of  America,  for the periods  indicated.  The proved  reserves were estimated by petroleum  engineers employed by affiliates of the  Partnerships.  Certain  reserve  information  was reviewed by Ryder Scott  Company,  L.P., an  independent  petroleum  engineering firm. The following information includes certain gas balancing adjustments which cause the gas volumes to differ from the reserve reports prepared by the General Partner and reviewed by Ryder Scott.                                   P-1 Partnership                                 ---------------                                                    Crude       Natural                                                    Oil          Gas                                                 (Barrels)      (Mcf)                                                 ---------   -----------  Proved reserves, December 31, 2002               160,338     1,732,980   Production                                    ( 18,624)   (  284,754)   Sale of minerals in place                     (  1,899)   (   35,150)   Extensions and discoveries                       2,324         2,792   Revision of previous estimates                  66,134       850,842                                                  -------     ---------  Proved reserves, December 31, 2003               208,273     2,266,710   Production                                    ( 19,377)   (  251,793)   Sale of minerals in place                     (     30)         -   Extensions and discoveries                       4,643         8,281   Revision of previous estimates                  50,473       268,536                                                  -------     ---------  Proved reserves, December 31, 2004               243,982     2,291,734   Production                                    ( 18,636)   (  238,409)   Extensions and discoveries                       3,587        23,270   Revision of previous estimates                  11,561       115,623                                                  -------     ---------  Proved reserves, December 31, 2005               240,494     2,192,218                                                  =======     =========  PROVED DEVELOPED RESERVES:       December 31, 2003                          208,273     2,266,710                                                  =======     =========       December 31, 2004                          243,982     2,291,734                                                  =======     =========       December 31, 2005                          240,494     2,192,218                                                  =======     =========                                            F-44                                      P-3 Partnership                                 ---------------                                                   Crude        Natural                                                   Oil           Gas                                               (Barrels)        (Mcf)                                               ---------     -----------   Proved reserves, December 31, 2002             216,687       2,901,481   Production                                  ( 23,935)     (  425,803)   Sale of minerals in place                   (  2,398)     (   44,904)   Extensions and discoveries                     4,154           5,815   Revision of previous estimates                81,987       1,282,716                                                -------       ---------  Proved reserves, December 31, 2003             276,495       3,719,305   Production                                  ( 24,925)     (  389,500)   Sale of minerals in place                   (     57)           -   Extensions and discoveries                     5,755           9,293   Revision of previous estimates                63,097         271,011                                                -------       ---------  Proved reserves, December 31, 2004             320,365       3,610,109   Production                                  ( 24,032)     (  364,449)   Extensions and discoveries                     4,517          30,141   Revision of previous estimates                15,630         174,416                                                -------       ---------  Proved reserves, December 31, 2005             316,480       3,450,217                                                =======       ========= PROVED DEVELOPED RESERVES:       December 31, 2003                        276,495       3,719,305                                                =======       =========       December 31, 2004                        320,365       3,610,109                                                =======       =========       December 31, 2005                        316,480       3,450,217                                                =======       =========                                            F-45                                      P-4 Partnership                                 ---------------                                                    Crude       Natural                                                    Oil          Gas                                                 (Barrels)      (Mcf)                                                 ---------   -----------  Proved reserves, December 31, 2002                29,515     2,008,648   Production                                     (21,439)   (  258,598)   Extensions and discoveries                          19         3,707   Revision of previous estimates                  57,895       344,786                                                   ------     ---------  Proved reserves, December 31, 2003                65,990     2,098,543   Production                                     (17,687)   (  238,451)   Sale of minerals in place                      (    52)         -   Extensions and discoveries                         485         1,456   Revision of previous estimates                  10,920       107,620                                                    ------     ---------  Proved reserves, December 31, 2004                59,656     1,969,168   Production                                     (15,739)   (  200,087)   Extensions and discoveries                         173         5,745   Revision of previous estimates                   3,417        50,942                                                   ------     ---------  Proved reserves, December 31, 2005                47,507     1,825,768                                                   ======     =========  PROVED DEVELOPED RESERVES:       December 31, 2003                           63,561     2,074,944                                                   ======     =========       December 31, 2004                           57,343     1,945,771                                                   ======     =========       December 31, 2005                           47,507     1,825,768                                                   ======     =========                                            F-46                                      P-5 Partnership                                 ---------------                                                    Crude       Natural                                                    Oil          Gas                                                 (Barrels)      (Mcf)                                                 ---------   -----------  Proved reserves, December 31, 2002                44,787     2,206,895   Production                                     ( 6,364)   (  313,632)   Sale of minerals in place                         -       (        1)   Revision of previous estimates                   9,047       453,379                                                   ------     ---------  Proved reserves, December 31, 2003                47,470     2,346,641   Production                                     ( 4,603)   (  282,972)   Sale of minerals in place                      (     5)         -   Extensions and discoveries                           2        31,722   Revision of previous estimates                 ( 4,707)       35,222                                                   ------     ---------  Proved reserves, December 31, 2004                38,157     2,130,613   Production                                     ( 4,682)   (  251,079)   Extensions and discoveries                         576       122,077   Revision of previous estimates                   6,079       199,888                                                   ------     ---------  Proved reserves, December 31, 2005                40,130     2,201,499                                                   ======     ========= PROVED DEVELOPED RESERVES:   December 31, 2003                               47,470     2,346,641                                                   ======     =========   December 31, 2004                               38,157     2,130,613                                                   ======     =========   December 31, 2005                               40,130     2,201,499                                                   ======     =========                                            F-47                                      P-6 Partnership                                 ---------------                                                    Crude       Natural                                                    Oil          Gas                                                 (Barrels)      (Mcf)                                                 ---------   -----------  Proved reserves, December 31, 2002               114,215     3,923,928   Production                                    ( 15,939)   (  577,123)   Revision of previous estimates                  27,563       763,881                                                  -------     ---------  Proved reserves, December 31, 2003               125,839     4,110,686   Production                                    (  7,824)   (  446,505)   Extensions and discoveries                           2        10,991   Revision of previous estimates                   6,877       265,162                                                  -------     ---------  Proved reserves, December 31, 2004               124,894     3,940,334   Production                                    ( 10,881)   (  414,544)   Extensions and discoveries                         587        87,658   Revision of previous estimates                  11,515    (  283,141)                                                  -------     ---------  Proved reserves, December 31, 2005               126,115     3,330,307                                                  =======     ========= PROVED DEVELOPED RESERVES:   December 31, 2003                              125,839     4,110,686                                                  =======     =========   December 31, 2004                              124,894     3,940,334                                                  =======     =========   December 31, 2005                              126,115     3,330,307                                                  =======     =========                                             F-48     5. QUARTERLY FINANCIAL DATA (Unaudited)        Summarized  unaudited  quarterly  financial  data for 2005 and 2004 are as follows:                                   P-1 Partnership                                  ---------------                                               2005                         ---------------------------------------------                           First      Second        Third      Fourth                          Quarter     Quarter      Quarter     Quarter                         --------    --------     --------    --------  Total Revenues          $551,012    $441,343     $627,748    $497,816 Gross Profit(1)          535,584     423,554      602,207     477,081 Net Income               483,772     392,728      571,508     442,390 Limited Partners'    Net Income    Per Unit                 4.02        3.25         4.74        3.67                                              2004                         ---------------------------------------------                           First      Second        Third      Fourth                          Quarter     Quarter      Quarter     Quarter                         --------    --------     --------    --------  Total Revenues          $419,312    $403,648     $392,532    $289,232 Gross Profit(1)          400,614     390,433      371,996     273,982 Net Income               364,183     345,236      341,352     244,121 Limited Partners'    Net Income    Per Unit                 3.02        2.87         2.83        2.03   - ----------------------------- (1) Total revenues less depletion of Net Profits Interests.                                          F-49                                      P-3 Partnership                                  ---------------                                              2005                         ---------------------------------------------                           First      Second        Third      Fourth                          Quarter     Quarter      Quarter     Quarter                         --------    --------     --------    --------  Total Revenues          $789,816    $640,837     $894,871    $747,629 Gross Profit(1)          761,590     617,515      851,357     724,365 Net Income               692,775     569,872      803,924     672,909 Limited Partners'    Net Income    Per Unit                 3.66        3.01         4.25        3.56                                              2004                         ---------------------------------------------                           First      Second        Third      Fourth                          Quarter     Quarter      Quarter     Quarter                         --------    --------     --------    --------  Total Revenues          $622,810    $581,919     $568,032    $445,484 Gross Profit(1)          593,416     562,711      468,521     388,691 Net Income               539,621     500,379      421,230     342,390 Limited Partners'    Net Income    Per Unit                 2.85        2.65         2.19        1.79    - ------------------------------ (1) Total revenues less depletion of Net Profits Interests.                                          F-50                                      P-4 Partnership                                  ---------------                                               2005                         ---------------------------------------------                           First      Second        Third      Fourth                          Quarter     Quarter      Quarter     Quarter                         --------    --------     --------    --------  Total Revenues          $347,486    $447,651     $461,585    $580,514 Gross Profit(1)          335,736     436,636      432,728     548,838 Net Income               278,890     400,829      397,149     509,180 Limited Partners'    Net Income    Per Unit                 1.98        2.85         2.81        3.61                                              2004                         ---------------------------------------------                           First      Second        Third      Fourth                          Quarter     Quarter      Quarter     Quarter                         --------    --------     --------    --------  Total Revenues          $401,670    $439,393     $416,322    $413,912 Gross Profit(1)          367,468     414,383      403,705     406,962 Net Income               326,828     364,113      368,236     372,231 Limited Partners'    Net Income    Per Unit                 2.30        2.58         2.62        2.65    - --------------------------------- (1) Total revenues less depletion of Net Profits Interests.                                          F-51                                      P-5 Partnership                                  ---------------                                              2005                         ---------------------------------------------                           First      Second        Third      Fourth                          Quarter     Quarter      Quarter     Quarter                         --------    --------     --------    --------  Total Revenues          $379,722    $416,648     $443,601    $362,428 Gross Profit(1)          349,721     407,462      405,334     332,810 Net Income               295,044     373,802      371,903     295,294 Limited Partners'    Net Income    Per Unit                 2.22        2.84         2.80        2.22                                                2004                         ---------------------------------------------                           First      Second        Third      Fourth                          Quarter     Quarter      Quarter     Quarter                         --------    --------     --------    --------  Total Revenues          $315,510    $363,670     $263,101    $306,592 Gross Profit(1)          285,130     340,503      253,326     274,953 Net Income               246,704     292,420      220,002     242,321 Limited Partners'    Net Income    Per Unit                 1.85        2.21         1.66        1.82      - ------------------------------ (1) Total revenues less depletion of Net Profits Interests.                                          F-52                                      P-6 Partnership                                  ---------------                                               2005                         ---------------------------------------------                           First      Second        Third      Fourth                          Quarter     Quarter      Quarter     Quarter                         --------    --------     --------    --------  Total Revenues          $591,535    $672,588     $655,067    $703,164 Gross Profit(1)          562,582     620,936      527,511     613,621 Net Income               501,114     580,559      487,354     569,409 Limited Partners'    Net Income    Per Unit                 3.14        3.62         2.99        3.53                                               2004                         ---------------------------------------------                           First      Second        Third      Fourth                          Quarter     Quarter      Quarter     Quarter                         --------    --------     --------    --------  Total Revenues          $539,568    $541,823     $337,091    $449,449 Gross Profit(1)          503,481     505,438      314,188     423,545 Net Income               458,121     450,510      274,155     384,347 Limited Partners'    Net Income    Per Unit                 2.86        2.81         1.71        2.41      - ------------------------------ (1) Total revenues less depletion of Net Profits Interests.                                            F-53                                      INDEX TO EXHIBITS                                ----------------- Exh. No.         Description - ----        -----------   4.1     Certificate of Limited Partnership dated March 16, 1988 for the Geodyne          Institutional/  Pension Energy Income P-1 Limited  Partnership filed as          Exhibit  4.1 to  Registrant's  Annual  Report on Form 10-K for the year          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.2     Amended and Restated Agreement of Limited Partnership dated October 25,          1988 for the Geodyne  Institutional/Pension  Energy  Income P-1 Limited          Partnership filed as Exhibit 4.2 to Registrant's  Annual Report on Form          10-K  for the year  ended  December  31,  2001,  filed  with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.3     First  Amendment  to  Certificate  of  Limited  Partnership  and  First          Amendment  to Amended and  Restated  Agreement  of Limited  Partnership          dated February 24, 1993, for the Geodyne  Institutional/Pension  Energy          Income P-1 Limited  Partnership  filed as Exhibit  4.3 to  Registrant's          Annual Report on Form 10-K for the year ended December 31, 2001,  filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   4.4     Second  Amendment to Certificate of Limited  Partnership  dated July 1,          1996 for the Geodyne  Institutional/Pension  Energy  Income P-1 Limited          Partnership filed as Exhibit 4.4 to Registrant's  Annual Report on Form          10-K  for the year  ended  December  31,  2001,  filed  with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.5     Second   Amendment  to  Amended  and  Restated   Agreement  of  Limited          Partnership dated August 4, 1993, for the Geodyne Institutional/Pension          Energy  Income  P-1  Limited   Partnership  filed  as  Exhibit  4.5  to          Registrant's Annual Report on Form 10-K for the year ended December 31,          2001,   filed  with  the  SEC  on  February  26,  2002  and  is  hereby          incorporated by reference.   4.6     Third   Amendment  to  Amended  and   Restated   Agreement  of  Limited          Partnership    dated    August    31,    1995,    for    the    Geodyne          Institutional/Pension  Energy Income P-1 Limited  Partnership  filed as          Exhibit  4.6 to  Registrant's  Annual  Report on Form 10-K for the year          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.                                          F-54    4.7     Fourth   Amendment  to  Amended  and  Restated   Agreement  of  Limited          Partnership  dated July 1, 1996, for the Geodyne  Institutional/Pension          Energy  Income  P-1  Limited   Partnership  filed  as  Exhibit  4.7  to          Registrant's Annual Report on Form 10-K for the year ended December 31,          2001,   filed  with  the  SEC  on  February  26,  2002  and  is  hereby          incorporated by reference.  *4.8     Fifth   Amendment  to  Amended  and   Restated   Agreement  of  Limited          Partnership  for the Geodyne  Institutional/  Pension Energy Income P-1          Limited Partnership dated October 27, 2005.   4.9     Certificate  of Limited  Partnership  dated  February  13, 1989 for the          Geodyne  Institutional/  Pension Energy Income Limited  Partnership P-3          filed as Exhibit 4.15 to  Registrant's  Annual  Report on Form 10-K for          the year ended  December 31,  2001,  filed with the SEC on February 26,          2002 and is hereby incorporated by reference.   4.10    Amended and  Restated  Agreement of Limited  Partnership  dated May 10,          1989  for  the  Geodyne  Institutional/Pension  Energy  Income  Limited          Partnership P-3 filed as Exhibit 4.16 to Registrant's  Annual Report on          Form 10-K for the year ended  December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.11    First  Amendment  to  Certificate  of  Limited  Partnership  and  First          Amendment  to Amended and  Restated  Agreement  of Limited  Partnership          dated February 24, 1993, for the Geodyne  Institutional/Pension  Energy          Income Limited  Partnership  P-3 filed as Exhibit 4.17 to  Registrant's          Annual Report on Form 10-K for the year ended December 31, 2001,  filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   4.12    Second  Amendment to Certificate of Limited  Partnership  dated July 1,          1996  for  the  Geodyne  Institutional/Pension  Energy  Income  Limited          Partnership P-3 filed as Exhibit 4.18 to Registrant's  Annual Report on          Form 10-K for the year ended  December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.13    Second   Amendment  to  Amended  and  Restated   Agreement  of  Limited          Partnership dated August 4, 1993, for the Geodyne Institutional/Pension          Energy  Income  Limited  Partnership  P-3  filed  as  Exhibit  4.19  to          Registrant's Annual Report on Form 10-K for the year ended December 31,          2001,   filed  with  the  SEC  on  February  26,  2002  and  is  hereby          incorporated by reference.   4.14    Third   Amendment  to  Amended  and   Restated   Agreement  of  Limited          Partnership    dated    August    31,    1995,    for    the    Geodyne          Institutional/Pension Energy Income Limited Partnership P-                                          F-55              3 filed as Exhibit 4.20 to Registrant's  Annual Report on Form 10-K for          the year ended  December 31,  2001,  filed with the SEC on February 26,          2002 and is hereby incorporated by reference.   4.15    Fourth   Amendment  to  Amended  and  Restated   Agreement  of  Limited          Partnership  dated July 1, 1996, for the Geodyne  Institutional/Pension          Energy  Income  Limited  Partnership  P-3  filed  as  Exhibit  4.21  to          Registrant's Annual Report on Form 10-K for the year ended December 31,          2001,   filed  with  the  SEC  on  February  26,  2002  and  is  hereby          incorporated by reference.  *4.16    Fifth   Amendment  to  Amended  and   Restated   Agreement  of  Limited          Partnership  for  the  Geodyne  Institutional/  Pension  Energy  Income          Limited Partnership P-3 dated October 27, 2005.   4.17    Certificate of Limited  Partnership  dated May 10, 1989 for the Geodyne          Institutional/  Pension Energy Income Limited  Partnership P-4 filed as          Exhibit 4.22 to  Registrant's  Annual  Report on Form 10-K for the year          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.18    Amended and Restated  Agreement of Limited  Partnership  dated November          20, 1989 for the Geodyne  Institutional/Pension  Energy Income  Limited          Partnership P-4 filed as Exhibit 4.23 to Registrant's  Annual Report on          Form 10-K for the year ended  December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.19    First  Amendment  to  Certificate  of  Limited  Partnership  and  First          Amendment  to Amended and  Restated  Agreement  of Limited  Partnership          dated February 24, 1993, for the Geodyne  Institutional/Pension  Energy          Income Limited  Partnership  P-4 filed as Exhibit 4.24 to  Registrant's          Annual Report on Form 10-K for the year ended December 31, 2001,  filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   4.20    Second  Amendment to Certificate of Limited  Partnership  dated July 1,          1996  for  the  Geodyne  Institutional/Pension  Energy  Income  Limited          Partnership P-4 filed as Exhibit 4.25 to Registrant's  Annual Report on          Form 10-K for the year ended  December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.21    Second   Amendment  to  Amended  and  Restated   Agreement  of  Limited          Partnership dated August 4, 1993, for the Geodyne Institutional/Pension          Energy  Income  Limited  Partnership  P-4  filed  as  Exhibit  4.26  to          Registrant's Annual Report on Form 10-K for the year ended December 31,          2001, filed with                                          F-56              the SEC on February 26, 2002 and is hereby incorporated by reference.   4.22    Third   Amendment  to  Amended  and   Restated   Agreement  of  Limited          Partnership    dated    August    31,    1995,    for    the    Geodyne          Institutional/Pension  Energy Income Limited  Partnership  P-4 filed as          Exhibit 4.27 to  Registrant's  Annual  Report on Form 10-K for the year          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.23    Fourth   Amendment  to  Amended  and  Restated   Agreement  of  Limited          Partnership  dated July 1, 1996, for the Geodyne  Institutional/Pension          Energy  Income  Limited  Partnership  P-4  filed  as  Exhibit  4.28  to          Registrant's Annual Report on Form 10-K for the year ended December 31,          2001,   filed  with  the  SEC  on  February  26,  2002  and  is  hereby          incorporated by reference.  *4.24    Fifth   Amendment  to  Amended  and   Restated   Agreement  of  Limited          Partnership  for  the  Geodyne  Institutional/  Pension  Energy  Income          Limited Partnership P-4 dated October 27, 2005.   4.25    Certificate  of  Limited  Partnership  dated  November  9, 1989 for the          Geodyne  Institutional/  Pension Energy Income Limited  Partnership P-5          filed as Exhibit 4.29 to  Registrant's  Annual  Report on Form 10-K for          the year ended  December 31,  2001,  filed with the SEC on February 26,          2002 and is hereby incorporated by reference.   4.26    Amended and Restated  Agreement of Limited  Partnership  dated February          26, 1990 for the Geodyne  Institutional/Pension  Energy Income  Limited          Partnership P-5 filed as Exhibit 4.30 to Registrant's  Annual Report on          Form 10-K for the year ended  December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.27    First  Amendment  to  Certificate  of  Limited  Partnership  and  First          Amendment  to Amended and  Restated  Agreement  of Limited  Partnership          dated February 24, 1993, for the Geodyne  Institutional/Pension  Energy          Income Limited  Partnership  P-5 filed as Exhibit 4.31 to  Registrant's          Annual Report on Form 10-K for the year ended December 31, 2001,  filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   4.28    Second  Amendment to Certificate of Limited  Partnership  dated July 1,          1996  for  the  Geodyne  Institutional/Pension  Energy  Income  Limited          Partnership P-5 filed as Exhibit 4.32 to Registrant's  Annual Report on          Form 10-K for the year ended  December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.                                          F-57       4.29    Second   Amendment  to  Amended  and  Restated   Agreement  of  Limited          Partnership dated August 4, 1993, for the Geodyne Institutional/Pension          Energy  Income  Limited  Partnership  P-5  filed  as  Exhibit  4.33  to          Registrant's Annual Report on Form 10-K for the year ended December 31,          2001,   filed  with  the  SEC  on  February  26,  2002  and  is  hereby          incorporated by reference.   4.30    Third   Amendment  to  Amended  and   Restated   Agreement  of  Limited          Partnership    dated    August    31,    1995,    for    the    Geodyne          Institutional/Pension  Energy Income Limited  Partnership  P-5 filed as          Exhibit 4.34 to  Registrant's  Annual  Report on Form 10-K for the year          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.31    Fourth   Amendment  to  Amended  and  Restated   Agreement  of  Limited          Partnership  dated July 1, 1996, for the Geodyne  Institutional/Pension          Energy  Income  Limited  Partnership  P-5  filed  as  Exhibit  4.35  to          Registrant's Annual Report on Form 10-K for the year ended December 31,          2001,   filed  with  the  SEC  on  February  26,  2002  and  is  hereby          incorporated by reference.  *4.32    Fifth   Amendment  to  Amended  and   Restated   Agreement  of  Limited          Partnership  for  the  Geodyne  Institutional/  Pension  Energy  Income          Limited Partnership P-5 dated October 27, 2005.   4.33    Certificate  of Limited  Partnership  dated  November  28, 1989 for the          Geodyne  Institutional/  Pension Energy Income Limited  Partnership P-6          filed as Exhibit 4.36 to  Registrant's  Annual  Report on Form 10-K for          the year ended  December 31,  2001,  filed with the SEC on February 26,          2002 and is hereby incorporated by reference.   4.34    Amended and Restated Agreement of Limited  Partnership dated October 5,          1990  for  the  Geodyne  Institutional/Pension  Energy  Income  Limited          Partnership P-6 filed as Exhibit 4.37 to Registrant's  Annual Report on          Form 10-K for the year ended  December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.35    First  Amendment  to  Certificate  of  Limited  Partnership  and  First          Amendment  to Amended and  Restated  Agreement  of Limited  Partnership          dated February 24, 1993, for the Geodyne  Institutional/Pension  Energy          Income Limited  Partnership  P-6 filed as Exhibit 4.38 to  Registrant's          Annual Report on Form 10-K for the year ended December 31, 2001,  filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.                                           F-58      4.36    Second  Amendment to Certificate of Limited  Partnership  dated July 1,          1996  for  the  Geodyne  Institutional/Pension  Energy  Income  Limited          Partnership P-6 filed as Exhibit 4.39 to Registrant's  Annual Report on          Form 10-K for the year ended  December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.37    Second   Amendment  to  Amended  and  Restated   Agreement  of  Limited          Partnership dated August 4, 1993, for the Geodyne Institutional/Pension          Energy  Income  Limited  Partnership  P-6  filed  as  Exhibit  4.40  to          Registrant's Annual Report on Form 10-K for the year ended December 31,          2001,   filed  with  the  SEC  on  February  26,  2002  and  is  hereby          incorporated by reference.   4.38    Third   Amendment  to  Amended  and   Restated   Agreement  of  Limited          Partnership    dated    August    31,    1995,    for    the    Geodyne          Institutional/Pension  Energy Income Limited  Partnership  P-6 filed as          Exhibit 4.41 to  Registrant's  Annual  Report on Form 10-K for the year          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.39    Fourth   Amendment  to  Amended  and  Restated   Agreement  of  Limited          Partnership  dated July 1, 1996, for the Geodyne  Institutional/Pension          Energy  Income  Limited  Partnership  P-6  filed  as  Exhibit  4.42  to          Registrant's Annual Report on Form 10-K for the year ended December 31,          2001,   filed  with  the  SEC  on  February  26,  2002  and  is  hereby          incorporated by reference.  *4.40    Fifth   Amendment  to  Amended  and   Restated   Agreement  of  Limited          Partnership  for  the  Geodyne  Institutional/  Pension  Energy  Income          Limited Partnership P-6 dated October 27, 2005.   10.1    Amended and Restated  Agreement of  Partnership  dated October 25, 1988          for  the  Geodyne  NPI   Partnership  P-1  filed  as  Exhibit  10.1  to          Registrant's Annual Report on Form 10-K for the year ended December 31,          2001,   filed  with  the  SEC  on  February  26,  2002  and  is  hereby          incorporated by reference.   10.2    First Amendment to Amended and Restated  Agreement of Partnership dated          February 26, 1993 for the Geodyne NPI  Partnership P-1 filed as Exhibit          10.2 to  Registrant's  Annual  Report on Form  10-K for the year  ended          December  31,  2001,  filed with the SEC on  February  26,  2002 and is          hereby incorporated by reference.   10.3    Second Amendment to Amended and Restated Agreement of Partnership dated          July 1, 1996 for the Geodyne NPI  Partnership P-1 filed as Exhibit 10.3          to Registrant's  Annual Report on Form 10-K for the year ended December          31,                                          F-59              2001,   filed  with  the  SEC  on  February  26,  2002  and  is  hereby          incorporated by reference.  *10.4    Third  Amendment to Amended and Restated  Agreement of Partnership  for          the Geodyne NPI Partnership P-1 dated October 27, 2005.   10.5    Agreement  of  Partnership  dated  February 9, 1989 for the Geodyne NPI          Partnership P-3 filed as Exhibit 10.7 to Registrant's  Annual Report on          Form 10-K for the year ended  December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   10.6    First Amendment to Agreement of Partnership dated February 26, 1993 for          the Geodyne NPI  Partnership  P-3 filed as Exhibit 10.8 to Registrant's          Annual Report on Form 10-K for the year ended December 31, 2001,  filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   10.7    Second Amendment to Agreement of Partnership dated July 1, 1996 for the          Geodyne  NPI  Partnership  P-3 filed as  Exhibit  10.9 to  Registrant's          Annual Report on Form 10-K for the year ended December 31, 2001,  filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.  *10.8    Third  Amendment  to  Agreement  of  Partnership  for the  Geodyne  NPI          Partnership P-3 dated October 27, 2005.   10.9    Agreement  of  Partnership  dated  April 24,  1989 for the  Geodyne NPI          Partnership P-4 filed as Exhibit 10.10 to Registrant's Annual Report on          Form 10-K for the year ended  December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   10.10   First Amendment to Agreement of Partnership dated February 26, 1993 for          the Geodyne NPI  Partnership P-4 filed as Exhibit 10.11 to Registrant's          Annual Report on Form 10-K for the year ended December 31, 2001,  filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   10.11   Second Amendment to Agreement of Partnership dated July 1, 1996 for the          Geodyne  NPI  Partnership  P-4 filed as Exhibit  10.12 to  Registrant's          Annual Report on Form 10-K for the year ended December 31, 2001,  filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.  *10.12   Third  Amendment  to  Agreement  of  Partnership  for the  Geodyne  NPI          Partnership P-4 dated October 27, 2005.  10.13    Agreement  of  Partnership  dated  October 27, 1989 for the Geodyne NPI          Partnership P-5 filed as Exhibit 10.13 to Registrant's Annual Report on          Form 10-K for the year ended                                          F-60              December  31,  2001,  filed with the SEC on  February  26,  2002 and is          hereby incorporated by reference.   10.14   First Amendment to Agreement of Partnership dated February 26, 1993 for          the Geodyne NPI  Partnership P-5 filed as Exhibit 10.14 to Registrant's          Annual Report on Form 10-K for the year ended December 31, 2001,  filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   10.15   Second Amendment to Agreement of Partnership dated July 1, 1996 for the          Geodyne  NPI  Partnership  P-5 filed as Exhibit  10.15 to  Registrant's          Annual Report on Form 10-K for the year ended December 31, 2001,  filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.  *10.16   Third  Amendment  to  Agreement  of  Partnership  for the  Geodyne  NPI          Partnership P-5 dated October 27, 2005.   10.17   Agreement of  Partnership  dated  November 28, 1989 for the Geodyne NPI          Partnership P-6 filed as Exhibit 10.16 to Registrant's Annual Report on          Form 10-K for the year ended  December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   10.18   First Amendment to Agreement of Partnership dated February 26, 1993 for          the Geodyne NPI  Partnership P-6 filed as Exhibit 10.17 to Registrant's          Annual Report on Form 10-K for the year ended December 31, 2001,  filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   10.19   Second Amendment to Agreement of Partnership dated July 1, 1996 for the          Geodyne  NPI  Partnership  P-6 filed as Exhibit  10.18 to  Registrant's          Annual Report on Form 10-K for the year ended December 31, 2001,  filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.  *10.20   Third  Amendment  to  Agreement  of  Partnership  for the  Geodyne  NPI          Partnership P-6 dated October 27, 2005.  *23.1    Consent   of   Ryder   Scott    Company,    L.P.    for   the   Geodyne          Institutional/Pension Energy Income P-1 Limited Partnership.  *23.2    Consent   of   Ryder   Scott    Company,    L.P.    for   the   Geodyne          Institutional/Pension Energy Income Limited Partnership P-3.  *23.3    Consent   of   Ryder   Scott    Company,    L.P.    for   the   Geodyne          Institutional/Pension Energy Income Limited Partnership P-4.                                           F-61     *23.4    Consent   of   Ryder   Scott    Company,    L.P.    for   the   Geodyne          Institutional/Pension Energy Income Limited Partnership P-5.  *23.5    Consent   of   Ryder   Scott    Company,    L.P.    for   the   Geodyne          Institutional/Pension Energy Income Limited Partnership P-6.  *31.1    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)          for  the  Geodyne   Institutional/Pension  Energy  Income  P-1  Limited          Partnership.  *31.2    Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)          for  the  Geodyne   Institutional/Pension  Energy  Income  P-1  Limited          Partnership.  *31.3    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Institutional/Pension Energy Income Limited Partnership          P-3.  *31.4    Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Institutional/Pension Energy Income Limited Partnership          P-3.  *31.5    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Institutional/Pension Energy Income Limited Partnership          P-4.  *31.6    Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Institutional/Pension Energy Income Limited Partnership          P-4.  *31.7    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Institutional/Pension Energy Income Limited Partnership          P-5.  *31.8    Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Institutional/Pension Energy Income Limited Partnership          P-5.  *31.9    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Institutional/Pension Energy Income Limited Partnership          P-6.  *31.10   Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Institutional/Pension Energy Income Limited Partnership          P-6.  *32.1    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant          to  Section  906 of the  Sarbanes-Oxley  Act of 2002  for  the  Geodyne          Institutional/Pension Energy Income P-1 Limited Partnership.                                           F-62     *32.2    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant          to  Section  906 of the  Sarbanes-Oxley  Act of 2002  for  the  Geodyne          Institutional/Pension Energy Income Limited Partnership P-3.  *32.3    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant          to  Section  906 of the  Sarbanes-Oxley  Act of 2002  for  the  Geodyne          Institutional/Pension Energy Income Limited Partnership P-4.  *32.4    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant          to  Section  906 of the  Sarbanes-Oxley  Act of 2002  for  the  Geodyne          Institutional/Pension Energy Income Limited Partnership P-5.  *32.5    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant          to  Section  906 of the  Sarbanes-Oxley  Act of 2002  for  the  Geodyne          Institutional/Pension Energy Income Limited Partnership P-6.          All other Exhibits are omitted as inapplicable.        ----------        *Filed herewith.                                          F-63    EX-4.4 2 exh4-4.txt AMENDMENT                                    EXHIBIT 4.40                                 Fifth Amendment to                               Amended and Restated                        Agreement of Limited Partnership of                  Geodyne Institutional/Pension Energy Income                              Limited Partnership P-6        This  Fifth  Amendment  to  Amended  and  Restated   Agreement  of  Limited Partnership of Geodyne  Institutional/Pension  Energy Income Limited Partnership P-6 (the  "Partnership") is entered into by and between Geodyne Resources,  Inc. ("Resources"),  a Delaware  corporation,  as successor General Partner,  Geodyne Institutional Depositary Company ("Depositary"),  a Delaware corporation, as the Limited  Partner,   and  all  Substituted   Limited  Partners  admitted  to  the Partnership.       WHEREAS, on November 28, 1989, Geodyne Properties, Inc. ("Properties"),  as General partner, and Depositary executed and entered into that certain Agreement and Certificate of Limited Partnership of the Partnership (the "Agreement"); and       WHEREAS,  on  September 5, 1990,  Properties  and  Depositary  executed and entered  into  that  certain  PaineWebber/Geodyne  Institutional/Pension  Energy Income  Limited  Partnership  P-6  Amended  and  Restated  Agreement  of Limited Partnership (the "Amended and Restated Agreement"); and       WHEREAS,  on February 25, 1993,  Properties  executed and entered into that First Amendment to the Amended and Restated Agreement whereby it changed (i) the name of the Partnership from "PaineWebber/Geodyne  Institutional/Pension  Energy Income Limited Partnership P-6" to "Geodyne  Institutional/Pension Energy Income Limited Partnership P-6", (ii) the address of the Partnership's  principal place of business,  and (iii) the address for the  Partnership's  agent for service of process; and       WHEREAS,  on August 4, 1993,  Properties  executed  and  entered  into that Second  Amendment  to the  Amended  and  Restated  Agreement  whereby it amended certain  provisions  to (i) expedite  the method of accepting  transfers of Unit Holders'  Units in the  Partnership  and (ii)  provide for an optional  right of repurchase/redemption which may be exercised by the Unit Holders; and       WHEREAS,  on August 31,  1995,  Properties  executed  and entered into that Third Amendment to the Amended and Restated Agreement whereby it amended certain provisions to allow transfers of Units facilitated through a matching service to the extent that such transfers  otherwise  comply with Internal  Revenue Service transfer  regulations  applicable to  non-permitted  transfers for  non-publicly traded limited partnerships; and                                        -1-          WHEREAS, on July 1, 1996, Resources, as successor via merger to Properties, executed and entered into, as General Partner,  that certain Fourth Amendment to the Amended and Restated  Agreement  whereby it amended  certain  provisions  to provide that  Resources,  as successor via merger to Properties,  is the General Partner of the Partnership; and       WHEREAS,  Section 11.1 of the Amended and Restated  Agreement provides that the general  partner of the  partnership  (the "General  Partner") may,  without prior notice or consent of any Unit Holder (as defined in the Agreement),  amend any provision of this Amended and Restated  Agreement  if, in its opinion,  such amendment does not have a material adverse effect upon the Unit Holders; and        WHEREAS,  Section 2.4 of the Agreement provides that the Partnership shall continue in full force and effect until  December 31,  2005,  provided  that the General Partner may extend the term of the Partnership for up to five periods of two years each if it believes  each such  extension is in the best  interests of the Unit Holders or until  dissolution  prior thereto pursuant to the provisions of the Agreement, and        WHEREAS,  Resources  as General  Partner has elected to extend the life of the Partnership an additional two years.        NOW,  THEREFORE,  in  consideration  of  the  covenants,   conditions  and agreements herein contained, the parties hereto hereby agree as follows:        Section 2.4. is hereby amended and restated as follows:                    The  Partnership  shall  continue  in force and  effect  until             December 31, 2007,  provided that the General Partner may extend the             term of the  Partnership for up to four periods of two years each if             it believes  such  extension  is in the best  interests  of the Unit             Holders,   or  until  dissolution  prior  thereto  pursuant  to  the             provisions hereof.          IN WITNESS  WHEREOF,  the parties hereto have hereunto set their hands as of the 27th day of October, 2005.                                         Geodyne Resources, Inc.                                        as General Partner                                         By:  //s// Dennis R. Neill                                             ----------------------                                             Dennis R. Neill                                             President                                         Geodyne Institutional                                        Depositary Company,                                        as the Limited Partner                                         By:  //s// Dennis R. Neill                                             ----------------------                                             Dennis R. Neill                                             President                                         Geodyne Resources, Inc.,                                        as Attorney-in-Fact for all                                        Substituted Limited Partners                                         By:  //s// Dennis R. Neill                                             ----------------------                                             Dennis R. Neill                                             President                                         -2-    EX-4.8 3 exh4-8.txt AMENDMENT                                     EXHIBIT 4.8                                 Fifth Amendment to                               Amended and Restated                        Agreement of Limited Partnership of                  Geodyne Institutional/Pension Energy Income                              P-1 Limited Partnership        This  Fifth  Amendment  to  Amended  and  Restated   Agreement  of  Limited Partnership   of  Geodyne   Institutional/Pension   Energy  Income  P-1  Limited Partnership  (the   "Partnership")  is  entered  into  by  and  between  Geodyne Resources,  Inc.  ("Resources"),  a Delaware  corporation,  as successor General Partner,  Geodyne Institutional  Depositary Company  ("Depositary"),  a Delaware corporation,  as the  Limited  Partner,  and all  Substituted  Limited  Partners admitted to the Partnership.       WHEREAS, on March 16, 1988, Geodyne  Properties,  Inc.  ("Properties"),  as General partner, and Depositary executed and entered into that certain Agreement and Certificate of Limited Partnership of the Partnership (the "Agreement"); and       WHEREAS,  on October 25,  1988,  Properties  and  Depositary  executed  and entered  into  that  certain  PaineWebber/Geodyne  Institutional/Pension  Energy Income  P-1  Limited  Partnership  Amended  and  Restated  Agreement  of Limited Partnership (the "Amended and Restated Agreement"); and       WHEREAS, on March 3, 1993,  Properties executed and entered into that First Amendment to the Amended and Restated  Agreement whereby it changed (i) the name of the Partnership from "PaineWebber/Geodyne Institutional/Pension Energy Income P-1 Limited  Partnership"  to "Geodyne  Institutional/Pension  Energy Income P-1 Limited Partnership",  (ii) the address of the Partnership's  principal place of business,  and (iii) the  address  for the  Partnership's  agent for  service of process; and       WHEREAS,  on August 4, 1993,  Properties  executed  and  entered  into that Second  Amendment  to the  Amended  and  Restated  Agreement  whereby it amended certain  provisions  to (i) expedite  the method of accepting  transfers of Unit Holders'  Units in the  Partnership  and (ii)  provide for an optional  right of repurchase/redemption which may be exercised by the Unit Holders; and       WHEREAS,  on August 31,  1995,  Properties  executed  and entered into that Third Amendment to the Amended and Restated Agreement whereby it amended certain provisions to allow transfers of Units facilitated through a matching service to the extent that such transfers  otherwise  comply with Internal  Revenue Service transfer  regulations  applicable to  non-permitted  transfers for  non-publicly traded limited partnerships; and                                        -1-          WHEREAS, on July 1, 1996, Resources, as successor via merger to Properties, executed and entered into, as General Partner,  that certain Fourth Amendment to the Amended and Restated  Agreement  whereby it amended  certain  provisions  to provide that  Resources,  as successor via merger to Properties,  is the General Partner of the Partnership; and       WHEREAS,  Section 11.1 of the Amended and Restated  Agreement provides that the general  partner of the  partnership  (the "General  Partner") may,  without prior notice or consent of any Unit Holder (as defined in the Agreement),  amend any provision of this Amended and Restated  Agreement  if, in its opinion,  such amendment does not have a material adverse effect upon the Unit Holders; and        WHEREAS,  Section 2.4 of the Agreement provides that the Partnership shall continue in full force and effect until  December 31,  2005,  provided  that the General Partner may extend the term of the Partnership for up to five periods of two years each if it believes  each such  extension is in the best  interests of the Unit Holders or until  dissolution  prior thereto pursuant to the provisions of the Agreement, and        WHEREAS,  Resources  as General  Partner has elected to extend the life of the Partnership an additional two years.        NOW,  THEREFORE,  in  consideration  of  the  covenants,   conditions  and agreements herein contained, the parties hereto hereby agree as follows:        Section 2.4. is hereby amended and restated as follows:                    The  Partnership  shall  continue  in force and  effect  until             December 31, 2007,  provided that the General Partner may extend the             term of the  Partnership for up to four periods of two years each if             it believes  such  extension  is in the best  interests  of the Unit             Holders,   or  until  dissolution  prior  thereto  pursuant  to  the             provisions hereof.          IN WITNESS  WHEREOF,  the parties hereto have hereunto set their hands as of the 27th day of October, 2005.                                         Geodyne Resources, Inc.                                        as General Partner                                         By:  //s// Dennis R. Neill                                             -----------------------                                             Dennis R. Neill                                             President                                         Geodyne Institutional                                        Depositary Company,                                        as the Limited Partner                                         By:  //s// Dennis R. Neill                                             -----------------------                                             Dennis R. Neill                                             President                                         Geodyne Resources, Inc.,                                        as Attorney-in-Fact for all                                        Substituted Limited Partners                                         By:  //s// Dennis R. Neill                                             -----------------------                                             Dennis R. Neill                                             President                                        -2-    EX-4.16 4 exh4-16.txt AMENDMENT                                    EXHIBIT 4.16                                 Fifth Amendment to                               Amended and Restated                        Agreement of Limited Partnership of                  Geodyne Institutional/Pension Energy Income                              Limited Partnership P-3        This  Fifth  Amendment  to  Amended  and  Restated   Agreement  of  Limited Partnership of Geodyne  Institutional/Pension  Energy Income Limited Partnership P-3 (the  "Partnership") is entered into by and between Geodyne Resources,  Inc. ("Resources"),  a Delaware  corporation,  as successor General Partner,  Geodyne Institutional Depositary Company ("Depositary"),  a Delaware corporation, as the Limited  Partner,   and  all  Substituted   Limited  Partners  admitted  to  the Partnership.       WHEREAS, on February 13, 1989, Geodyne Properties, Inc. ("Properties"),  as General partner, and Depositary executed and entered into that certain Agreement and Certificate of Limited Partnership of the Partnership (the "Agreement"); and       WHEREAS,  on May 10, 1989,  Properties and Depositary  executed and entered into  that  certain  PaineWebber/Geodyne   Institutional/Pension  Energy  Income Limited  Partnership P-3 Amended and Restated  Agreement of Limited  Partnership (the "Amended and Restated Agreement"); and       WHEREAS,  on February 25, 1993,  Properties  executed and entered into that First Amendment to the Amended and Restated Agreement whereby it changed (i) the name of the Partnership from "PaineWebber/Geodyne  Institutional/Pension  Energy Income Limited Partnership P-3" to "Geodyne  Institutional/Pension Energy Income Limited Partnership P-3", (ii) the address of the Partnership's  principal place of business,  and (iii) the address for the  Partnership's  agent for service of process; and       WHEREAS,  on August 4, 1993,  Properties  executed  and  entered  into that Second  Amendment  to the  Amended  and  Restated  Agreement  whereby it amended certain  provisions  to (i) expedite  the method of accepting  transfers of Unit Holders'  Units in the  Partnership  and (ii)  provide for an optional  right of repurchase/redemption which may be exercised by the Unit Holders; and       WHEREAS,  on August 31,  1995,  Properties  executed  and entered into that Third Amendment to the Amended and Restated Agreement whereby it amended certain provisions to allow transfers of Units facilitated through a matching service to the extent that such transfers  otherwise  comply with Internal  Revenue Service transfer  regulations  applicable to  non-permitted  transfers for  non-publicly traded limited partnerships; and                                        -1-          WHEREAS, on July 1, 1996, Resources, as successor via merger to Properties, executed and entered into, as General Partner,  that certain Fourth Amendment to the Amended and Restated  Agreement  whereby it amended  certain  provisions  to provide that  Resources,  as successor via merger to Properties,  is the General Partner of the Partnership; and       WHEREAS,  Section 11.1 of the Amended and Restated  Agreement provides that the general  partner of the  partnership  (the "General  Partner") may,  without prior notice or consent of any Unit Holder (as defined in the Agreement),  amend any provision of this Amended and Restated  Agreement  if, in its opinion,  such amendment does not have a material adverse effect upon the Unit Holders; and        WHEREAS,  Section 2.4 of the Agreement provides that the Partnership shall continue in full force and effect until  December 31,  2005,  provided  that the General Partner may extend the term of the Partnership for up to five periods of two years each if it believes  each such  extension is in the best  interests of the Unit Holders or until  dissolution  prior thereto pursuant to the provisions of the Agreement, and        WHEREAS,  Resources  as General  Partner has elected to extend the life of the Partnership an additional two years.        NOW,  THEREFORE,  in  consideration  of  the  covenants,   conditions  and agreements herein contained, the parties hereto hereby agree as follows:        Section 2.4. is hereby amended and restated as follows:                    The  Partnership  shall  continue  in force and  effect  until             December 31, 2007,  provided that the General Partner may extend the             term of the  Partnership for up to four periods of two years each if             it believes  such  extension  is in the best  interests  of the Unit             Holders,   or  until  dissolution  prior  thereto  pursuant  to  the             provisions hereof.          IN WITNESS  WHEREOF,  the parties hereto have hereunto set their hands as of the 27th day of October, 2005.                                         Geodyne Resources, Inc.                                        as General Partner                                         By:  //s// Dennis R. Neill                                             ----------------------                                             Dennis R. Neill                                             President                                         Geodyne Institutional                                        Depositary Company,                                        as the Limited Partner                                         By:  //s// Dennis R. Neill                                             ----------------------                                             Dennis R. Neill                                             President                                         Geodyne Resources, Inc.,                                        as Attorney-in-Fact for all                                        Substituted Limited Partners                                         By:  //s// Dennis R. Neill                                             ----------------------                                             Dennis R. Neill                                             President                                         -2-    EX-4.24 5 exh4-24.txt AMENDMENT                                    EXHIBIT 4.24                                 Fifth Amendment to                               Amended and Restated                        Agreement of Limited Partnership of                  Geodyne Institutional/Pension Energy Income                              Limited Partnership P-4        This  Fifth  Amendment  to  Amended  and  Restated   Agreement  of  Limited Partnership of Geodyne  Institutional/Pension  Energy Income Limited Partnership P-4 (the  "Partnership") is entered into by and between Geodyne Resources,  Inc. ("Resources"),  a Delaware  corporation,  as successor General Partner,  Geodyne Institutional Depositary Company ("Depositary"),  a Delaware corporation, as the Limited  Partner,   and  all  Substituted   Limited  Partners  admitted  to  the Partnership.       WHEREAS, on April 24, 1989, Geodyne  Properties,  Inc.  ("Properties"),  as General partner, and Depositary executed and entered into that certain Agreement and Certificate of Limited Partnership of the Partnership (the "Agreement"); and       WHEREAS,  on November  20, 1989,  Properties  and  Depositary  executed and entered  into  that  certain  PaineWebber/Geodyne  Institutional/Pension  Energy Income  Limited  Partnership  P-4  Amended  and  Restated  Agreement  of Limited Partnership (the "Amended and Restated Agreement"); and       WHEREAS,  on February 25, 1993,  Properties  executed and entered into that First Amendment to the Amended and Restated Agreement whereby it changed (i) the name of the Partnership from "PaineWebber/Geodyne  Institutional/Pension  Energy Income Limited Partnership P-4" to "Geodyne  Institutional/Pension Energy Income Limited Partnership P-4", (ii) the address of the Partnership's  principal place of business,  and (iii) the address for the  Partnership's  agent for service of process; and       WHEREAS,  on August 4, 1993,  Properties  executed  and  entered  into that Second  Amendment  to the  Amended  and  Restated  Agreement  whereby it amended certain  provisions  to (i) expedite  the method of accepting  transfers of Unit Holders'  Units in the  Partnership  and (ii)  provide for an optional  right of repurchase/redemption which may be exercised by the Unit Holders; and       WHEREAS,  on August 31,  1995,  Properties  executed  and entered into that Third Amendment to the Amended and Restated Agreement whereby it amended certain provisions to allow transfers of Units facilitated through a matching service to the extent that such transfers  otherwise  comply with Internal  Revenue Service transfer  regulations  applicable to  non-permitted  transfers for  non-publicly traded limited partnerships; and                                        -1-          WHEREAS, on July 1, 1996, Resources, as successor via merger to Properties, executed and entered into, as General Partner,  that certain Fourth Amendment to the Amended and Restated  Agreement  whereby it amended  certain  provisions  to provide that  Resources,  as successor via merger to Properties,  is the General Partner of the Partnership; and       WHEREAS,  Section 11.1 of the Amended and Restated  Agreement provides that the general  partner of the  partnership  (the "General  Partner") may,  without prior notice or consent of any Unit Holder (as defined in the Agreement),  amend any provision of this Amended and Restated  Agreement  if, in its opinion,  such amendment does not have a material adverse effect upon the Unit Holders; and        WHEREAS,  Section 2.4 of the Agreement provides that the Partnership shall continue in full force and effect until  December 31,  2005,  provided  that the General Partner may extend the term of the Partnership for up to five periods of two years each if it believes  each such  extension is in the best  interests of the Unit Holders or until  dissolution  prior thereto pursuant to the provisions of the Agreement, and        WHEREAS,  Resources  as General  Partner has elected to extend the life of the Partnership an additional two years.        NOW,  THEREFORE,  in  consideration  of  the  covenants,   conditions  and agreements herein contained, the parties hereto hereby agree as follows:        Section 2.4. is hereby amended and restated as follows:                    The  Partnership  shall  continue  in force and  effect  until             December 31, 2007,  provided that the General Partner may extend the             term of the  Partnership for up to four periods of two years each if             it believes  such  extension  is in the best  interests  of the Unit             Holders,   or  until  dissolution  prior  thereto  pursuant  to  the             provisions hereof.          IN WITNESS  WHEREOF,  the parties hereto have hereunto set their hands as of the 27th day of October, 2005.                                         Geodyne Resources, Inc.                                        as General Partner                                         By:  //s// Dennis R. Neill                                             ----------------------                                             Dennis R. Neill                                             President                                         Geodyne Institutional                                        Depositary Company,                                        as the Limited Partner                                         By:  //s// Dennis R. Neill                                             ----------------------                                        Dennis R. Neill                                             President                                         Geodyne Resources, Inc.,                                        as Attorney-in-Fact for all                                        Substituted Limited Partners                                         By:  //s// Dennis R. Neill                                             ----------------------                                             Dennis R. Neill                                             President                                         -2-    EX-4.32 6 exh4-32.txt AMENDMENT                                    EXHIBIT 4.32                                 Fifth Amendment to                               Amended and Restated                        Agreement of Limited Partnership of                  Geodyne Institutional/Pension Energy Income                              Limited Partnership P-5        This  Fifth  Amendment  to  Amended  and  Restated   Agreement  of  Limited Partnership of Geodyne  Institutional/Pension  Energy Income Limited Partnership P-5 (the  "Partnership") is entered into by and between Geodyne Resources,  Inc. ("Resources"),  a Delaware  corporation,  as successor General Partner,  Geodyne Institutional Depositary Company ("Depositary"),  a Delaware corporation, as the Limited  Partner,   and  all  Substituted   Limited  Partners  admitted  to  the Partnership.       WHEREAS, on October 27, 1989, Geodyne Properties,  Inc. ("Properties"),  as General partner, and Depositary executed and entered into that certain Agreement and Certificate of Limited Partnership of the Partnership (the "Agreement"); and       WHEREAS,  on February  26, 1990,  Properties  and  Depositary  executed and entered  into  that  certain  PaineWebber/Geodyne  Institutional/Pension  Energy Income  Limited  Partnership  P-5  Amended  and  Restated  Agreement  of Limited Partnership (the "Amended and Restated Agreement"); and       WHEREAS,  on February 25, 1993,  Properties  executed and entered into that First Amendment to the Amended and Restated Agreement whereby it changed (i) the name of the Partnership from "PaineWebber/Geodyne  Institutional/Pension  Energy Income Limited Partnership P-5" to "Geodyne  Institutional/Pension Energy Income Limited Partnership P-5", (ii) the address of the Partnership's  principal place of business,  and (iii) the address for the  Partnership's  agent for service of process; and       WHEREAS,  on August 4, 1993,  Properties  executed  and  entered  into that Second  Amendment  to the  Amended  and  Restated  Agreement  whereby it amended certain  provisions  to (i) expedite  the method of accepting  transfers of Unit Holders'  Units in the  Partnership  and (ii)  provide for an optional  right of repurchase/redemption which may be exercised by the Unit Holders; and       WHEREAS,  on August 31,  1995,  Properties  executed  and entered into that Third Amendment to the Amended and Restated Agreement whereby it amended certain provisions to allow transfers of Units facilitated through a matching service to the extent that such transfers  otherwise  comply with Internal  Revenue Service transfer  regulations  applicable to  non-permitted  transfers for  non-publicly traded limited partnerships; and                                        -1-          WHEREAS, on July 1, 1996, Resources, as successor via merger to Properties, executed and entered into, as General Partner,  that certain Fourth Amendment to the Amended and Restated  Agreement  whereby it amended  certain  provisions  to provide that  Resources,  as successor via merger to Properties,  is the General Partner of the Partnership; and       WHEREAS,  Section 11.1 of the Amended and Restated  Agreement provides that the general  partner of the  partnership  (the "General  Partner") may,  without prior notice or consent of any Unit Holder (as defined in the Agreement),  amend any provision of this Amended and Restated  Agreement  if, in its opinion,  such amendment does not have a material adverse effect upon the Unit Holders; and        WHEREAS,  Section 2.4 of the Agreement provides that the Partnership shall continue in full force and effect until  December 31,  2005,  provided  that the General Partner may extend the term of the Partnership for up to five periods of two years each if it believes  each such  extension is in the best  interests of the Unit Holders or until  dissolution  prior thereto pursuant to the provisions of the Agreement, and        WHEREAS,  Resources  as General  Partner has elected to extend the life of the Partnership an additional two years.        NOW,  THEREFORE,  in  consideration  of  the  covenants,   conditions  and agreements herein contained, the parties hereto hereby agree as follows:        Section 2.4. is hereby amended and restated as follows:                    The  Partnership  shall  continue  in force and  effect  until             December 31, 2007,  provided that the General Partner may extend the             term of the  Partnership for up to four periods of two years each if             it believes  such  extension  is in the best  interests  of the Unit             Holders,   or  until  dissolution  prior  thereto  pursuant  to  the             provisions hereof.          IN WITNESS  WHEREOF,  the parties hereto have hereunto set their hands as of the 27th day of October, 2005.                                         Geodyne Resources, Inc.                                        as General Partner                                         By:  //s// Dennis R. Neill                                             ----------------------                                             Dennis R. Neill                                             President                                         Geodyne Institutional                                        Depositary Company,                                        as the Limited Partner                                         By:  //s// Dennis R. Neill                                             ----------------------                                             Dennis R. Neill                                             President                                         Geodyne Resources, Inc.,                                        as Attorney-in-Fact for all                                        Substituted Limited Partners                                         By:  //s// Dennis R. Neill                                             ----------------------                                             Dennis R. Neill                                             President                                         -2-    EX-10.4 7 exh10-4.txt AMENDMENT                                    EXHIBIT 10.4                                 THIRD AMENDMENT TO                               AMENDED AND RESTATED                             AGREEMENT OF PARTNERSHIP                            GEODYNE NPI PARTNERSHIP P-1         This Third  Amendment to Amended and Restated  Agreement of Partnership of PW/Geodyne  NPI  Partnership  P-1 (the  "Partnership")  is  entered  into by and between  Geodyne  Resources,  Inc.  ("Resources"),  a Delaware  corporation,  as successor Managing Partner, and Geodyne  Institutional/Pension Energy Income P-1 Limited Partnership ("Geodyne P-1"), as General Partner.        WHEREAS, on March 16, 1988, Geodyne Energy Company ("Energy"), as Managing Partner,  and Geodyne  P-1, as General  Partner,  executed and entered into that certain  Agreement  of  Partnership  of  PW/Geodyne  NPI  Partnership  P-1  (the "Agreement"); and        WHEREAS,  on October 25, 1988, Energy and Geodyne P-1 executed and entered into that certain  Amended and Restated  Agreement of  Partnership of PW/Geodyne NPI Partnership P-1 (the "Amended Agreement"); and        WHEREAS,  on February 26, 1993,  but effective  March 1, 1993,  Energy and Geodyne P-1 executed and entered  into that certain  First  Amendment to Amended Agreement,  whereby it changed (i) the name of the Partnership  from "PW/Geodyne NPI Partnership  P-1" to "Geodyne NPI Partnership  P-1", (ii) the address of the Partnership's  principal  place of  business,  and  (iii)  the  address  for the Partnership's agent for service of process; and        WHEREAS,  on July 1, 1996,  Resources,  as successor via merger to Energy, executed and entered into, as Managing Partner, that certain Second Amendment to the Amended  Agreement  whereby it amended the Amended Agreement to provide that Resources,  as successor  via merger to Energy,  is the Managing  Partner of the Partnership; and        WHEREAS,  Section 10.1 of the Amended Agreement provides that the managing partner of the partnership (the "Managing Partner") may, without prior notice or consent of any other  Partner (as defined in the Amended  Agreement),  amend any provision of this Amended Agreement if, in its opinion,  such amendment does not have a material  adverse effect upon the Limited  Partnership (as defined in the Amended Agreement); and         WHEREAS,   Section  2.4  of  the  Amended  Agreement  provides  that  the Partnership  shall  continue in full force and effect  until  December 31, 2005, provided  that the Managing  Partner may extend such term for up to five periods of two years each, or until dissolution prior thereto pursuant to the provisions of the Amended Agreement; and                                        -1-             WHEREAS,  Resources as Managing Partner has elected to extend the life of the Partnership for an additional two years.         NOW,  THEREFORE,  in  consideration  of  the  covenants,  conditions  and agreements herein contained, the parties hereto hereby agree as follows:        Section 2.4. is hereby amended and restated as follows:                    The  Partnership  shall  continue  in force and  effect  until             December 31, 2007, provided that the Managing Partner may extend the             term of the  Partnership for up to four periods of two years each if             it believes such  extension is in the best  interests of the Limited             Partnership,  or until  dissolution  prior  thereto  pursuant to the             provisions hereof.         IN WITNESS  WHEREOF,  the parties hereto have hereunto set their hands as of the 27th day of October, 2005.                                         Geodyne Resources, Inc.                                        as Managing Partner                                         By:  //s// Dennis R. Neill                                             ----------------------                                             Dennis R. Neill                                             President                                         Geodyne Institutional/Pension                                        Energy Income P-1 Limited                                        Partnership                                        as General Partner                                         By Geodyne Resources, Inc.                                           General Partner                                         By:  //s// Dennis R. Neill                                             ----------------------                                             Dennis R. Neill                                             President                                        -2-    EX-10.8 8 exh10-8.txt AMENDMENT                                    EXHIBIT 10.8                                 THIRD AMENDMENT TO                             AGREEMENT OF PARTNERSHIP                            GEODYNE NPI PARTNERSHIP P-3         This Third  Amendment  to  Agreement  of  Partnership  of  PW/Geodyne  NPI Partnership  P-3 (the  "Partnership")  is entered  into by and  between  Geodyne Resources,  Inc.  ("Resources"),  a Delaware corporation,  as successor Managing Partner, and Geodyne Institutional/Pension Energy Income Limited Partnership P-3 ("Geodyne P-3"), as General Partner.        WHEREAS,  on February 13, 1989,  Geodyne  Energy  Company  ("Energy"),  as Managing Partner, and Geodyne P-3, as General Partner, executed and entered into that certain  Agreement of Partnership of PW/Geodyne  NPI  Partnership  P-3 (the "Agreement"); and        WHEREAS, on February 26, 1993, Energy and Geodyne P-3 executed and entered into that certain First Amendment to Agreement,  whereby it changed (i) the name of the  Partnership  from  "PW/Geodyne  NPI  Partnership  P-3" to  "Geodyne  NPI Partnership  P-3",  (ii) the  address of the  Partnership's  principal  place of business,  and (iii) the  address  for the  Partnership's  agent for  service of process; and        WHEREAS,  on July 1, 1996,  Resources,  as successor via merger to Energy, executed and entered into, as Managing Partner, that certain Second Amendment to the Amended  Agreement  whereby it amended the Amended Agreement to provide that Resources,  as successor  via merger to Energy,  is the Managing  Partner of the Partnership; and        WHEREAS,  Section 10.1 of the Amended Agreement provides that the managing partner of the partnership (the "Managing Partner") may, without prior notice or consent of any other  Partner (as defined in the Amended  Agreement),  amend any provision of this Amended Agreement if, in its opinion,  such amendment does not have a material  adverse effect upon the Limited  Partnership (as defined in the Amended Agreement); and         WHEREAS,   Section  2.3  of  the  Amended  Agreement  provides  that  the Partnership  shall  continue in full force and effect  until  December 31, 2005, provided  that the Managing  Partner may extend such term for up to five periods of two years each, or until dissolution prior thereto pursuant to the provisions of the Amended Agreement; and         WHEREAS,  Resources as Managing Partner has elected to extend the life of the Partnership for an additional two years.         NOW,  THEREFORE,  in  consideration  of  the  covenants,  conditions  and agreements herein contained, the parties hereto hereby agree as follows:                                        -1-           Section 2.3. is hereby amended and restated as follows:                    The  Partnership  shall  continue  in force and  effect  until             December 31, 2007, provided that the Managing Partner may extend the             term of the  Partnership for up to four periods of two years each if             it believes such  extension is in the best  interests of the Limited             Partnership,  or until  dissolution  prior  thereto  pursuant to the             provisions hereof.         IN WITNESS  WHEREOF,  the parties hereto have hereunto set their hands as of the 27th day of October, 2005.                                         Geodyne Resources, Inc.                                        as Managing Partner                                         By:  //s// Dennis R. Neill                                             ----------------------                                             Dennis R. Neill                                             President                                         Geodyne Institutional/Pension                                        Energy Income Limited                                        Partnership P-3                                        as General Partner                                         By Geodyne Resources, Inc.                                           General Partner                                         By:  //s// Dennis R. Neill                                             ----------------------                                             Dennis R. Neill                                             President                                         -2-    EX-10.12 9 exh10-12.txt AMENDMENT                                    EXHIBIT 10.12                                 THIRD AMENDMENT TO                             AGREEMENT OF PARTNERSHIP                            GEODYNE NPI PARTNERSHIP P-4         This Third  Amendment  to  Agreement  of  Partnership  of  PW/Geodyne  NPI Partnership  P-4 (the  "Partnership")  is entered  into by and  between  Geodyne Resources,  Inc.  ("Resources"),  a Delaware corporation,  as successor Managing Partner, and Geodyne Institutional/Pension Energy Income Limited Partnership P-4 ("Geodyne P-4"), as General Partner.        WHEREAS, on April 24, 1989, Geodyne Energy Company ("Energy"), as Managing Partner,  and Geodyne  P-4, as General  Partner,  executed and entered into that certain  Agreement  of  Partnership  of  PW/Geodyne  NPI  Partnership  P-4  (the "Agreement"); and        WHEREAS, on February 26, 1993, Energy and Geodyne P-4 executed and entered into that certain First Amendment to Agreement,  whereby it changed (i) the name of the  Partnership  from  "PW/Geodyne  NPI  Partnership  P-4" to  "Geodyne  NPI Partnership  P-4",  (ii) the  address of the  Partnership's  principal  place of business,  and (iii) the  address  for the  Partnership's  agent for  service of process; and        WHEREAS,  on July 1, 1996,  Resources,  as successor via merger to Energy, executed and entered into, as Managing Partner, that certain Second Amendment to the Amended  Agreement  whereby it amended the Amended Agreement to provide that Resources,  as successor  via merger to Energy,  is the Managing  Partner of the Partnership; and        WHEREAS,  on July 1, 1996,  Resources,  as successor via merger to Energy, executed and entered into, as Managing Partner, that certain Second Amendment to the Amended  Agreement  whereby it amended the Amended Agreement to provide that Resources,  as successor  via merger to Energy,  is the Managing  Partner of the Partnership; and        WHEREAS,  Section 10.1 of the Amended Agreement provides that the managing partner of the partnership (the "Managing Partner") may, without prior notice or consent of any other  Partner (as defined in the Amended  Agreement),  amend any provision of this Amended Agreement if, in its opinion,  such amendment does not have a material  adverse effect upon the Limited  Partnership (as defined in the Amended Agreement); and         WHEREAS,   Section  2.3  of  the  Amended  Agreement  provides  that  the Partnership  shall  continue in full force and effect  until  December 31, 2005, provided  that the Managing  Partner may extend such term for up to five periods of two years each, or until dissolution prior thereto pursuant to the provisions of the Amended Agreement; and                                        -1-            WHEREAS,  Resources as Managing Partner has elected to extend the life of the Partnership for an additional two years.         NOW,  THEREFORE,  in  consideration  of  the  covenants,  conditions  and agreements herein contained, the parties hereto hereby agree as follows:        Section 2.3. is hereby amended and restated as follows:                    The  Partnership  shall  continue  in force and  effect  until             December 31, 2007, provided that the Managing Partner may extend the             term of the  Partnership for up to four periods of two years each if             it believes such  extension is in the best  interests of the Limited             Partnership,  or until  dissolution  prior  thereto  pursuant to the             provisions hereof.         IN WITNESS  WHEREOF,  the parties hereto have hereunto set their hands as of the 27th day of October, 2005.                                         Geodyne Resources, Inc.                                        as Managing Partner                                         By:  //s// Dennis R. Neill                                             ----------------------                                             Dennis R. Neill                                             President                                         Geodyne Institutional/Pension                                        Energy Income Limited                                        Partnership P-4                                        as General Partner                                         By Geodyne Resources, Inc.                                           General Partner                                         By:  //s// Dennis R. Neill                                             ----------------------                                             Dennis R. Neill                                             President                                         -2-    EX-10.16 10 exh10-16.txt AMENDMENT                                    EXHIBIT 10.16                                 THIRD AMENDMENT TO                             AGREEMENT OF PARTNERSHIP                            GEODYNE NPI PARTNERSHIP P-5         This Third  Amendment  to  Agreement  of  Partnership  of  PW/Geodyne  NPI Partnership  P-5 (the  "Partnership")  is entered  into by and  between  Geodyne Resources,  Inc.  ("Resources"),  a Delaware corporation,  as successor Managing Partner, and Geodyne Institutional/Pension Energy Income Limited Partnership P-5 ("Geodyne P-5"), as General Partner.        WHEREAS,  on October 27,  1989,  Geodyne  Energy  Company  ("Energy"),  as Managing Partner, and Geodyne P-5, as General Partner, executed and entered into that certain  Agreement of Partnership of PW/Geodyne  NPI  Partnership  P-5 (the "Agreement"); and        WHEREAS, on February 26, 1993, Energy and Geodyne P-5 executed and entered into that certain First Amendment to Agreement,  whereby it changed (i) the name of the  Partnership  from  "PW/Geodyne  NPI  Partnership  P-5" to  "Geodyne  NPI Partnership  P-5",  (ii) the  address of the  Partnership's  principal  place of business,  and (iii) the  address  for the  Partnership's  agent for  service of process; and        WHEREAS,  on July 1, 1996,  Resources,  as successor via merger to Energy, executed and entered into, as Managing Partner, that certain Second Amendment to the Amended  Agreement  whereby it amended the Amended Agreement to provide that Resources,  as successor  via merger to Energy,  is the Managing  Partner of the Partnership; and        WHEREAS,  Section 10.1 of the Amended Agreement provides that the managing partner of the partnership (the "Managing Partner") may, without prior notice or consent of any other  Partner (as defined in the Amended  Agreement),  amend any provision of this Amended Agreement if, in its opinion,  such amendment does not have a material  adverse effect upon the Limited  Partnership (as defined in the Amended Agreement); and         WHEREAS,   Section  2.3  of  the  Amended  Agreement  provides  that  the Partnership  shall  continue in full force and effect  until  December 31, 2005, provided  that the Managing  Partner may extend such term for up to five periods of two years each, or until dissolution prior thereto pursuant to the provisions of the Amended Agreement; and         WHEREAS,  Resources as Managing Partner has elected to extend the life of the Partnership for an additional two years.                                        -1-            NOW,  THEREFORE,  in  consideration  of  the  covenants,  conditions  and agreements herein contained, the parties hereto hereby agree as follows:        Section 2.3. is hereby amended and restated as follows:                    The  Partnership  shall  continue  in force and  effect  until             December 31, 2007, provided that the Managing Partner may extend the             term of the  Partnership for up to four periods of two years each if             it believes such  extension is in the best  interests of the Limited             Partnership,  or until  dissolution  prior  thereto  pursuant to the             provisions hereof.         IN WITNESS  WHEREOF,  the parties hereto have hereunto set their hands as of the 27th day of October, 2005.                                         Geodyne Resources, Inc.                                        as Managing Partner                                         By:  //s// Dennis R. Neill                                             ----------------------                                             Dennis R. Neill                                             President                                         Geodyne Institutional/Pension                                        Energy Income Limited                                        Partnership P-5                                        as General Partner                                         By Geodyne Resources, Inc.                                           General Partner                                         By:  //s// Dennis R. Neill                                             ----------------------                                             Dennis R. Neill                                             President                                          -2-    EX-10.20 11 exh10-20.txt AMENDMENT                                    EXHIBIT 10.20                                 THIRD AMENDMENT TO                             AGREEMENT OF PARTNERSHIP                            GEODYNE NPI PARTNERSHIP P-6         This Third  Amendment  to  Agreement  of  Partnership  of  PW/Geodyne  NPI Partnership  P-6 (the  "Partnership")  is entered  into by and  between  Geodyne Resources,  Inc.  ("Resources"),  a Delaware corporation,  as successor Managing Partner, and Geodyne Institutional/Pension Energy Income Limited Partnership P-6 ("Geodyne P-6"), as General Partner.        WHEREAS,  on November 28, 1989,  Geodyne  Energy  Company  ("Energy"),  as Managing Partner, and Geodyne P-6, as General Partner, executed and entered into that certain  Agreement of Partnership of PW/Geodyne  NPI  Partnership  P-6 (the "Agreement"); and        WHEREAS, on February 26, 1993, Energy and Geodyne P-6 executed and entered into that certain First Amendment to Agreement,  whereby it changed (i) the name of the  Partnership  from  "PW/Geodyne  NPI  Partnership  P-6" to  "Geodyne  NPI Partnership  P-6",  (ii) the  address of the  Partnership's  principal  place of business,  and (iii) the  address  for the  Partnership's  agent for  service of process; and        WHEREAS,  on July 1, 1996,  Resources,  as successor via merger to Energy, executed and entered into, as Managing Partner, that certain Second Amendment to the Amended  Agreement  whereby it amended the Amended Agreement to provide that Resources,  as successor  via merger to Energy,  is the Managing  Partner of the Partnership; and        WHEREAS,  Section 10.1 of the Amended Agreement provides that the managing partner of the partnership (the "Managing Partner") may, without prior notice or consent of any other  Partner (as defined in the Amended  Agreement),  amend any provision of this Amended Agreement if, in its opinion,  such amendment does not have a material  adverse effect upon the Limited  Partnership (as defined in the Amended Agreement); and         WHEREAS,   Section  2.3  of  the  Amended  Agreement  provides  that  the Partnership  shall  continue in full force and effect  until  December 31, 2005, provided  that the Managing  Partner may extend such term for up to five periods of two years each, or until dissolution prior thereto pursuant to the provisions of the Amended Agreement; and         WHEREAS,  Resources as Managing Partner has elected to extend the life of the Partnership for an additional two years.                                        -1-            NOW,  THEREFORE,  in  consideration  of  the  covenants,  conditions  and agreements herein contained, the parties hereto hereby agree as follows:        Section 2.3. is hereby amended and restated as follows:                    The  Partnership  shall  continue  in force and  effect  until             December 31, 2007, provided that the Managing Partner may extend the             term of the  Partnership for up to four periods of two years each if             it believes such  extension is in the best  interests of the Limited             Partnership,  or until  dissolution  prior  thereto  pursuant to the             provisions hereof.         IN WITNESS  WHEREOF,  the parties hereto have hereunto set their hands as of the 27th day of October, 2005.                                         Geodyne Resources, Inc.                                        as Managing Partner                                         By:  //s// Dennis R. Neill                                             ----------------------                                             Dennis R. Neill                                             President                                         Geodyne Institutional/Pension                                        Energy Income Limited                                        Partnership P-6                                        as General Partner                                         By Geodyne Resources, Inc.                                           General Partner                                         By:  //s// Dennis R. Neill                                             ----------------------                                             Dennis R. Neill                                             President                                          -2-    EX-23.1 12 x23-1.txt RYDER SCOTT CONSENT                                    Exhibit 23.1  Ryder Scott Company Petroleum Consultants  1100 Louisiana                                              Fax (713) 651-0849 Suite 3800 Houston, TX  77002-5218                               Telephone (713) 651-9191                             CONSENT OF PETROLEUM CONSULTING FIRM           We consent to the  reference to our name included in this Annual Report on Form 10-K for the year ended December 31, 2005 for Geodyne Instituitonal/Pension Energy Income P-1 Limited Partnership.                                 //s// Ryder Scott Company, L.P.                                RYDER SCOTT COMPANY, L.P.     Houston, Texas February 24, 2006      EX-23.2 13 x23-2.txt RYDER SCOTT CONSENT                                    Exhibit 23.2  Ryder Scott Company Petroleum Consultants  1100 Louisiana                                              Fax (713) 651-0849 Suite 3800 Houston, TX  77002-5218                               Telephone (713) 651-9191                             CONSENT OF PETROLEUM CONSULTING FIRM           We consent to the  reference to our name included in this Annual Report on Form 10-K for the year ended December 31, 2005 for Geodyne Instituitonal/Pension Energy Income Limited Partnership P-3.                                 //s// Ryder Scott Company, L.P.                                RYDER SCOTT COMPANY, L.P.     Houston, Texas February 24, 2006      EX-23.3 14 x23-3.txt RYDER SCOTT CONSENT                                    Exhibit 23.3  Ryder Scott Company Petroleum Consultants  1100 Louisiana                                              Fax (713) 651-0849 Suite 3800 Houston, TX  77002-5218                               Telephone (713) 651-9191                             CONSENT OF PETROLEUM CONSULTING FIRM           We consent to the  reference to our name included in this Annual Report on Form 10-K for the year ended December 31, 2005 for Geodyne Instituitonal/Pension Energy Income Limited Partnership P-4.                                 //s// Ryder Scott Company, L.P.                                RYDER SCOTT COMPANY, L.P.     Houston, Texas February 24, 2006     EX-23.4 15 x23-4.txt RYDER SCOTT CONSENT                                    Exhibit 23.4  Ryder Scott Company Petroleum Consultants  1100 Louisiana                                              Fax (713) 651-0849 Suite 3800 Houston, TX  77002-5218                               Telephone (713) 651-9191                             CONSENT OF PETROLEUM CONSULTING FIRM           We consent to the  reference to our name included in this Annual Report on Form 10-K for the year ended December 31, 2005 for Geodyne Instituitonal/Pension Energy Income Limited Partnership P-5.                                 //s// Ryder Scott Company, L.P.                                RYDER SCOTT COMPANY, L.P.     Houston, Texas February 24, 2006      EX-23.5 16 x23-5.txt RYDER SCOTT CONSENT                                    Exhibit 23.5  Ryder Scott Company Petroleum Consultants  1100 Louisiana                                              Fax (713) 651-0849 Suite 3800 Houston, TX  77002-5218                               Telephone (713) 651-9191                             CONSENT OF PETROLEUM CONSULTING FIRM           We consent to the  reference to our name included in this Annual Report on Form 10-K for the year ended December 31, 2005 for Geodyne Instituitonal/Pension Energy Income Limited Partnership P-6.                                 //s// Ryder Scott Company, L.P.                                RYDER SCOTT COMPANY, L.P.     Houston, Texas February 24, 2006      EX-31.1 17 x31-1.txt CERTIFICATION (SEC. 302)                                    Exhibit 31.1                                   CERTIFICATION  I, Dennis R. Neill, certify that:  1.    I have reviewed  this Annual Report on Form 10-K of Geodyne Institutional/       Pension Energy Income P-1 Limited Partnership;  2.    Based on my  knowledge,  this  annual  report  does not contain any untrue       statement of a material fact or omit to state a material fact necessary to       make the statements made, in light of the  circumstances  under which such       statements were made, not misleading with respect to the period covered by       this annual report;  3.    Based on my  knowledge,  the  financial  statements,  and other  financial       information included in this annual report, fairly present in all material       respects the financial condition,  results of operations and cash flows of       the  registrant  as of, and for,  the  periods  presented  in this  annual       report;  4.    The  registrant's  other  certifying  officer(s) and I are responsible for       establishing  and  maintaining  disclosure  controls  and  procedures  (as       defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant       and have:        (a)   Designed such  disclosure  controls and  procedures,  or caused such             disclosure   controls  and  procedures  to  be  designed  under  our             supervision,  to ensure that  material  information  relating to the             registrant,  including its consolidated subsidiaries,  is made known             to us by others  within  those  entities,  particularly  during  the             period in which this annual report is being prepared;        (b)   [Intentionally  omitted  per SEC's  transition  rules in SEC Release             Nos. 33-8238 and 34-47986.];        (c)   Evaluated the effectiveness of the registrant's  disclosure controls             and procedures  and presented in this annual report our  conclusions             about the  effectiveness of the disclosure  controls and procedures,             as of the end of the period  covered by this annual  report based on             such evaluation; and                                        -1-         (d)   Disclosed  in this  annual  report  any  change in the  registrant's             internal  control over financial  reporting that occurred during the             registrant's  most recent fiscal  quarter (the  registrant's  fourth             fiscal  quarter in the case of an annual report) that has materially             affected,   or  is  reasonably  likely  to  materially  affect,  the             registrant's internal control over financial reporting; and  5.    The registrant's other certifying  officer(s) and I have disclosed,  based       on  our  most  recent   evaluation  of  internal  control  over  financial       reporting,  to the  registrant's  auditors and the audit  committee of the       registrant's  board of directors  (or persons  performing  the  equivalent       functions):        (a)   All significant  deficiencies and material  weaknesses in the design             or operation of internal control over financial  reporting which are             reasonably  likely to adversely affect the  registrant's  ability to             record, process, summarize and report financial information; and        (b)   Any fraud,  whether or not  material,  that  involves  management or             other  employees  who have a  significant  role in the  registrant's             internal control over financial reporting.  Date:  March 29, 2006                                         //S//Dennis R. Neill                                     ----------------------------                                     Dennis R. Neill, President                                     (Principal Executive Officer)     EX-31.2 18 x31-2.txt CERTIFICATION (SEC. 302)                                    Exhibit 31.2                                   CERTIFICATION  I, Craig D. Loseke, certify that:  1.    I have reviewed  this Annual Report on Form 10-K of Geodyne Institutional/       Pension Energy Income P-1 Limited Partnership;  2.    Based on my  knowledge,  this  annual  report  does not contain any untrue       statement of a material fact or omit to state a material fact necessary to       make the statements made, in light of the  circumstances  under which such       statements were made, not misleading with respect to the period covered by       this annual report;  3.    Based on my  knowledge,  the  financial  statements,  and other  financial       information included in this annual report, fairly present in all material       respects the financial condition,  results of operations and cash flows of       the  registrant  as of, and for,  the  periods  presented  in this  annual       report;  4.    The  registrant's  other  certifying  officer(s) and I are responsible for       establishing  and  maintaining  disclosure  controls  and  procedures  (as       defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant       and have:        (a)   Designed such  disclosure  controls and  procedures,  or caused such             disclosure   controls  and  procedures  to  be  designed  under  our             supervision,  to ensure that  material  information  relating to the             registrant,  including its consolidated subsidiaries,  is made known             to us by others  within  those  entities,  particularly  during  the             period in which this annual report is being prepared;        (b)   [Intentionally  omitted  per SEC's  transition  rules in SEC Release             Nos. 33-8238 and 34-47986.];        (c)   Evaluated the effectiveness of the registrant's  disclosure controls             and procedures  and presented in this annual report our  conclusions             about the  effectiveness of the disclosure  controls and procedures,             as of the end of the period  covered by this annual  report based on             such evaluation; and                                        -1-         (d)   Disclosed  in this  annual  report  any  change in the  registrant's             internal  control over financial  reporting that occurred during the             registrant's  most recent fiscal  quarter (the  registrant's  fourth             fiscal  quarter in the case of an annual report) that has materially             affected,   or  is  reasonably  likely  to  materially  affect,  the             registrant's internal control over financial reporting; and  5.    The registrant's other certifying  officer(s) and I have disclosed,  based       on  our  most  recent   evaluation  of  internal  control  over  financial       reporting,  to the  registrant's  auditors and the audit  committee of the       registrant's  board of directors  (or persons  performing  the  equivalent       functions):        (a)   All significant  deficiencies and material  weaknesses in the design             or operation of internal control over financial  reporting which are             reasonably  likely to adversely affect the  registrant's  ability to             record, process, summarize and report financial information; and        (b)   Any fraud,  whether or not  material,  that  involves  management or             other  employees  who have a  significant  role in the  registrant's             internal control over financial reporting.  Date:  March 29, 2006                                         //S//Craig D. Loseke                                     ----------------------------                                     Craig D. Loseke, Chief Accounting Officer                                     (Principal Financial Officer)     EX-31.3 19 x31-3.txt CERTIFICATION (SEC. 302)                                    Exhibit 31.3                                   CERTIFICATION  I, Dennis R. Neill, certify that:  1.    I have reviewed  this Annual Report on Form 10-K of Geodyne Institutional/       Pension Energy Income Limited Partnership P-3;  2.    Based on my  knowledge,  this  annual  report  does not contain any untrue       statement of a material fact or omit to state a material fact necessary to       make the statements made, in light of the  circumstances  under which such       statements were made, not misleading with respect to the period covered by       this annual report;  3.    Based on my  knowledge,  the  financial  statements,  and other  financial       information included in this annual report, fairly present in all material       respects the financial condition,  results of operations and cash flows of       the  registrant  as of, and for,  the  periods  presented  in this  annual       report;  4.    The  registrant's  other  certifying  officer(s) and I are responsible for       establishing  and  maintaining  disclosure  controls  and  procedures  (as       defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant       and have:        (a)   Designed such  disclosure  controls and  procedures,  or caused such             disclosure   controls  and  procedures  to  be  designed  under  our             supervision,  to ensure that  material  information  relating to the             registrant,  including its consolidated subsidiaries,  is made known             to us by others  within  those  entities,  particularly  during  the             period in which this annual report is being prepared;        (b)   [Intentionally  omitted  per SEC's  transition  rules in SEC Release             Nos. 33-8238 and 34-47986.];        (c)   Evaluated the effectiveness of the registrant's  disclosure controls             and procedures  and presented in this annual report our  conclusions             about the  effectiveness of the disclosure  controls and procedures,             as of the end of the period  covered by this annual  report based on             such evaluation; and                                        -1-         (d)   Disclosed  in this  annual  report  any  change in the  registrant's             internal  control over financial  reporting that occurred during the             registrant's  most recent fiscal  quarter (the  registrant's  fourth             fiscal  quarter in the case of an annual report) that has materially             affected,   or  is  reasonably  likely  to  materially  affect,  the             registrant's internal control over financial reporting; and  5.    The registrant's other certifying  officer(s) and I have disclosed,  based       on  our  most  recent   evaluation  of  internal  control  over  financial       reporting,  to the  registrant's  auditors and the audit  committee of the       registrant's  board of directors  (or persons  performing  the  equivalent       functions):        (a)   All significant  deficiencies and material  weaknesses in the design             or operation of internal control over financial  reporting which are             reasonably  likely to adversely affect the  registrant's  ability to             record, process, summarize and report financial information; and        (b)   Any fraud,  whether or not  material,  that  involves  management or             other  employees  who have a  significant  role in the  registrant's             internal control over financial reporting.  Date:  March 29, 2006                                         //S//Dennis R. Neill                                     ----------------------------                                     Dennis R. Neill, President                                     (Principal Executive Officer)     EX-31.4 20 x31-4.txt CERTIFICATION (SEC. 302)                                    Exhibit 31.4                                   CERTIFICATION  I, Craig D. Loseke, certify that:  1.    I have reviewed  this Annual Report on Form 10-K of Geodyne Institutional/       Pension Energy Income Limited Partnership P-3;  2.    Based on my  knowledge,  this  annual  report  does not contain any untrue       statement of a material fact or omit to state a material fact necessary to       make the statements made, in light of the  circumstances  under which such       statements were made, not misleading with respect to the period covered by       this annual report;  3.    Based on my  knowledge,  the  financial  statements,  and other  financial       information included in this annual report, fairly present in all material       respects the financial condition,  results of operations and cash flows of       the  registrant  as of, and for,  the  periods  presented  in this  annual       report;  4.    The  registrant's  other  certifying  officer(s) and I are responsible for       establishing  and  maintaining  disclosure  controls  and  procedures  (as       defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant       and have:        (a)   Designed such  disclosure  controls and  procedures,  or caused such             disclosure   controls  and  procedures  to  be  designed  under  our             supervision,  to ensure that  material  information  relating to the             registrant,  including its consolidated subsidiaries,  is made known             to us by others  within  those  entities,  particularly  during  the             period in which this annual report is being prepared;        (b)   [Intentionally  omitted  per SEC's  transition  rules in SEC Release             Nos. 33-8238 and 34-47986.];        (c)   Evaluated the effectiveness of the registrant's  disclosure controls             and procedures  and presented in this annual report our  conclusions             about the  effectiveness of the disclosure  controls and procedures,             as of the end of the period  covered by this annual  report based on             such evaluation; and                                        -1-         (d)   Disclosed  in this  annual  report  any  change in the  registrant's             internal  control over financial  reporting that occurred during the             registrant's  most recent fiscal  quarter (the  registrant's  fourth             fiscal  quarter in the case of an annual report) that has materially             affected,   or  is  reasonably  likely  to  materially  affect,  the             registrant's internal control over financial reporting; and  5.    The registrant's other certifying  officer(s) and I have disclosed,  based       on  our  most  recent   evaluation  of  internal  control  over  financial       reporting,  to the  registrant's  auditors and the audit  committee of the       registrant's  board of directors  (or persons  performing  the  equivalent       functions):        (a)   All significant  deficiencies and material  weaknesses in the design             or operation of internal control over financial  reporting which are             reasonably  likely to adversely affect the  registrant's  ability to             record, process, summarize and report financial information; and        (b)   Any fraud,  whether or not  material,  that  involves  management or             other  employees  who have a  significant  role in the  registrant's             internal control over financial reporting.  Date:  March 29, 2006                                         //S//Craig D. Loseke                                     ----------------------------                                     Craig D. Loseke, Chief Accounting Officer                                     (Principal Financial Officer)     EX-31.5 21 x31-5.txt CERTIFICATION (SEC. 302)                                    Exhibit 31.5                                   CERTIFICATION  I, Dennis R. Neill, certify that:  1.    I have reviewed  this Annual Report on Form 10-K of Geodyne Institutional/       Pension Energy Income Limited Partnership P-4;  2.    Based on my  knowledge,  this  annual  report  does not contain any untrue       statement of a material fact or omit to state a material fact necessary to       make the statements made, in light of the  circumstances  under which such       statements were made, not misleading with respect to the period covered by       this annual report;  3.    Based on my  knowledge,  the  financial  statements,  and other  financial       information included in this annual report, fairly present in all material       respects the financial condition,  results of operations and cash flows of       the  registrant  as of, and for,  the  periods  presented  in this  annual       report;  4.    The  registrant's  other  certifying  officer(s) and I are responsible for       establishing  and  maintaining  disclosure  controls  and  procedures  (as       defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant       and have:        (a)   Designed such  disclosure  controls and  procedures,  or caused such             disclosure   controls  and  procedures  to  be  designed  under  our             supervision,  to ensure that  material  information  relating to the             registrant,  including its consolidated subsidiaries,  is made known             to us by others  within  those  entities,  particularly  during  the             period in which this annual report is being prepared;        (b)   [Intentionally  omitted  per SEC's  transition  rules in SEC Release             Nos. 33-8238 and 34-47986.];        (c)   Evaluated the effectiveness of the registrant's  disclosure controls             and procedures  and presented in this annual report our  conclusions             about the  effectiveness of the disclosure  controls and procedures,             as of the end of the period  covered by this annual  report based on             such evaluation; and                                        -1-         (d)   Disclosed  in this  annual  report  any  change in the  registrant's             internal  control over financial  reporting that occurred during the             registrant's  most recent fiscal  quarter (the  registrant's  fourth             fiscal  quarter in the case of an annual report) that has materially             affected,   or  is  reasonably  likely  to  materially  affect,  the             registrant's internal control over financial reporting; and  5.    The registrant's other certifying  officer(s) and I have disclosed,  based       on  our  most  recent   evaluation  of  internal  control  over  financial       reporting,  to the  registrant's  auditors and the audit  committee of the       registrant's  board of directors  (or persons  performing  the  equivalent       functions):        (a)   All significant  deficiencies and material  weaknesses in the design             or operation of internal control over financial  reporting which are             reasonably  likely to adversely affect the  registrant's  ability to             record, process, summarize and report financial information; and        (b)   Any fraud,  whether or not  material,  that  involves  management or             other  employees  who have a  significant  role in the  registrant's             internal control over financial reporting.  Date:  March 29, 2006                                         //S//Dennis R. Neill                                     ----------------------------                                     Dennis R. Neill, President                                     (Principal Executive Officer)     EX-31.6 22 x31-6.txt CERTIFICATION (SEC. 302)                                    Exhibit 31.6                                   CERTIFICATION  I, Craig D. Loseke, certify that:  1.    I have reviewed  this Annual Report on Form 10-K of Geodyne Institutional/       Pension Energy Income Limited Partnership P-4;  2.    Based on my  knowledge,  this  annual  report  does not contain any untrue       statement of a material fact or omit to state a material fact necessary to       make the statements made, in light of the  circumstances  under which such       statements were made, not misleading with respect to the period covered by       this annual report;  3.    Based on my  knowledge,  the  financial  statements,  and other  financial       information included in this annual report, fairly present in all material       respects the financial condition,  results of operations and cash flows of       the  registrant  as of, and for,  the  periods  presented  in this  annual       report;  4.    The  registrant's  other  certifying  officer(s) and I are responsible for       establishing  and  maintaining  disclosure  controls  and  procedures  (as       defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant       and have:        (a)   Designed such  disclosure  controls and  procedures,  or caused such             disclosure   controls  and  procedures  to  be  designed  under  our             supervision,  to ensure that  material  information  relating to the             registrant,  including its consolidated subsidiaries,  is made known             to us by others  within  those  entities,  particularly  during  the             period in which this annual report is being prepared;        (b)   [Intentionally  omitted  per SEC's  transition  rules in SEC Release             Nos. 33-8238 and 34-47986.];        (c)   Evaluated the effectiveness of the registrant's  disclosure controls             and procedures  and presented in this annual report our  conclusions             about the  effectiveness of the disclosure  controls and procedures,             as of the end of the period  covered by this annual  report based on             such evaluation; and                                        -1-         (d)   Disclosed  in this  annual  report  any  change in the  registrant's             internal  control over financial  reporting that occurred during the             registrant's  most recent fiscal  quarter (the  registrant's  fourth             fiscal  quarter in the case of an annual report) that has materially             affected,   or  is  reasonably  likely  to  materially  affect,  the             registrant's internal control over financial reporting; and  5.    The registrant's other certifying  officer(s) and I have disclosed,  based       on  our  most  recent   evaluation  of  internal  control  over  financial       reporting,  to the  registrant's  auditors and the audit  committee of the       registrant's  board of directors  (or persons  performing  the  equivalent       functions):        (a)   All significant  deficiencies and material  weaknesses in the design             or operation of internal control over financial  reporting which are             reasonably  likely to adversely affect the  registrant's  ability to             record, process, summarize and report financial information; and        (b)   Any fraud,  whether or not  material,  that  involves  management or             other  employees  who have a  significant  role in the  registrant's             internal control over financial reporting.  Date:  March 29, 2006                                         //S//Craig D. Loseke                                     ----------------------------                                     Craig D. Loseke, Chief Accounting Officer                                     (Principal Financial Officer)     EX-31.7 23 x31-7.txt CERTIFICATION (SEC. 302)                                    Exhibit 31.7                                   CERTIFICATION  I, Dennis R. Neill, certify that:  1.    I have reviewed  this Annual Report on Form 10-K of Geodyne Institutional/       Pension Energy Income Limited Partnership P-5;  2.    Based on my  knowledge,  this  annual  report  does not contain any untrue       statement of a material fact or omit to state a material fact necessary to       make the statements made, in light of the  circumstances  under which such       statements were made, not misleading with respect to the period covered by       this annual report;  3.    Based on my  knowledge,  the  financial  statements,  and other  financial       information included in this annual report, fairly present in all material       respects the financial condition,  results of operations and cash flows of       the  registrant  as of, and for,  the  periods  presented  in this  annual       report;  4.    The  registrant's  other  certifying  officer(s) and I are responsible for       establishing  and  maintaining  disclosure  controls  and  procedures  (as       defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant       and have:        (a)   Designed such  disclosure  controls and  procedures,  or caused such             disclosure   controls  and  procedures  to  be  designed  under  our             supervision,  to ensure that  material  information  relating to the             registrant,  including its consolidated subsidiaries,  is made known             to us by others  within  those  entities,  particularly  during  the             period in which this annual report is being prepared;        (b)   [Intentionally  omitted  per SEC's  transition  rules in SEC Release             Nos. 33-8238 and 34-47986.];        (c)   Evaluated the effectiveness of the registrant's  disclosure controls             and procedures  and presented in this annual report our  conclusions             about the  effectiveness of the disclosure  controls and procedures,             as of the end of the period  covered by this annual  report based on             such evaluation; and                                        -1-         (d)   Disclosed  in this  annual  report  any  change in the  registrant's             internal  control over financial  reporting that occurred during the             registrant's  most recent fiscal  quarter (the  registrant's  fourth             fiscal  quarter in the case of an annual report) that has materially             affected,   or  is  reasonably  likely  to  materially  affect,  the             registrant's internal control over financial reporting; and  5.    The registrant's other certifying  officer(s) and I have disclosed,  based       on  our  most  recent   evaluation  of  internal  control  over  financial       reporting,  to the  registrant's  auditors and the audit  committee of the       registrant's  board of directors  (or persons  performing  the  equivalent       functions):        (a)   All significant  deficiencies and material  weaknesses in the design             or operation of internal control over financial  reporting which are             reasonably  likely to adversely affect the  registrant's  ability to             record, process, summarize and report financial information; and        (b)   Any fraud,  whether or not  material,  that  involves  management or             other  employees  who have a  significant  role in the  registrant's             internal control over financial reporting.  Date:  March 29, 2006                                         //S//Dennis R. Neill                                     ----------------------------                                     Dennis R. Neill, President                                     (Principal Executive Officer)     EX-31.8 24 x31-8.txt CERTIFICATION (SEC. 302)                                    Exhibit 31.8                                   CERTIFICATION  I, Craig D. Loseke, certify that:  1.    I have reviewed  this Annual Report on Form 10-K of Geodyne Institutional/       Pension Energy Income Limited Partnership P-5;  2.    Based on my  knowledge,  this  annual  report  does not contain any untrue       statement of a material fact or omit to state a material fact necessary to       make the statements made, in light of the  circumstances  under which such       statements were made, not misleading with respect to the period covered by       this annual report;  3.    Based on my  knowledge,  the  financial  statements,  and other  financial       information included in this annual report, fairly present in all material       respects the financial condition,  results of operations and cash flows of       the  registrant  as of, and for,  the  periods  presented  in this  annual       report;  4.    The  registrant's  other  certifying  officer(s) and I are responsible for       establishing  and  maintaining  disclosure  controls  and  procedures  (as       defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant       and have:        (a)   Designed such  disclosure  controls and  procedures,  or caused such             disclosure   controls  and  procedures  to  be  designed  under  our             supervision,  to ensure that  material  information  relating to the             registrant,  including its consolidated subsidiaries,  is made known             to us by others  within  those  entities,  particularly  during  the             period in which this annual report is being prepared;        (b)   [Intentionally  omitted  per SEC's  transition  rules in SEC Release             Nos. 33-8238 and 34-47986.];        (c)   Evaluated the effectiveness of the registrant's  disclosure controls             and procedures  and presented in this annual report our  conclusions             about the  effectiveness of the disclosure  controls and procedures,             as of the end of the period  covered by this annual  report based on             such evaluation; and                                        -1-         (d)   Disclosed  in this  annual  report  any  change in the  registrant's             internal  control over financial  reporting that occurred during the             registrant's  most recent fiscal  quarter (the  registrant's  fourth             fiscal  quarter in the case of an annual report) that has materially             affected,   or  is  reasonably  likely  to  materially  affect,  the             registrant's internal control over financial reporting; and  5.    The registrant's other certifying  officer(s) and I have disclosed,  based       on  our  most  recent   evaluation  of  internal  control  over  financial       reporting,  to the  registrant's  auditors and the audit  committee of the       registrant's  board of directors  (or persons  performing  the  equivalent       functions):        (a)   All significant  deficiencies and material  weaknesses in the design             or operation of internal control over financial  reporting which are             reasonably  likely to adversely affect the  registrant's  ability to             record, process, summarize and report financial information; and        (b)   Any fraud,  whether or not  material,  that  involves  management or             other  employees  who have a  significant  role in the  registrant's             internal control over financial reporting.  Date:  March 29, 2006                                         //S//Craig D. Loseke                                     ----------------------------                                     Craig D. Loseke, Chief Accounting Officer                                     (Principal Financial Officer)     EX-31.9 25 x31-9.txt CERTIFICATION (SEC. 302)                                    Exhibit 31.9                                   CERTIFICATION  I, Dennis R. Neill, certify that:  1.    I have reviewed  this Annual Report on Form 10-K of Geodyne Institutional/       Pension Energy Income Limited Partnership P-6;  2.    Based on my  knowledge,  this  annual  report  does not contain any untrue       statement of a material fact or omit to state a material fact necessary to       make the statements made, in light of the  circumstances  under which such       statements were made, not misleading with respect to the period covered by       this annual report;  3.    Based on my  knowledge,  the  financial  statements,  and other  financial       information included in this annual report, fairly present in all material       respects the financial condition,  results of operations and cash flows of       the  registrant  as of, and for,  the  periods  presented  in this  annual       report;  4.    The  registrant's  other  certifying  officer(s) and I are responsible for       establishing  and  maintaining  disclosure  controls  and  procedures  (as       defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant       and have:        (a)   Designed such  disclosure  controls and  procedures,  or caused such             disclosure   controls  and  procedures  to  be  designed  under  our             supervision,  to ensure that  material  information  relating to the             registrant,  including its consolidated subsidiaries,  is made known             to us by others  within  those  entities,  particularly  during  the             period in which this annual report is being prepared;        (b)   [Intentionally  omitted  per SEC's  transition  rules in SEC Release             Nos. 33-8238 and 34-47986.];        (c)   Evaluated the effectiveness of the registrant's  disclosure controls             and procedures  and presented in this annual report our  conclusions             about the  effectiveness of the disclosure  controls and procedures,             as of the end of the period  covered by this annual  report based on             such evaluation; and                                        -1-         (d)   Disclosed  in this  annual  report  any  change in the  registrant's             internal  control over financial  reporting that occurred during the             registrant's  most recent fiscal  quarter (the  registrant's  fourth             fiscal  quarter in the case of an annual report) that has materially             affected,   or  is  reasonably  likely  to  materially  affect,  the             registrant's internal control over financial reporting; and  5.    The registrant's other certifying  officer(s) and I have disclosed,  based       on  our  most  recent   evaluation  of  internal  control  over  financial       reporting,  to the  registrant's  auditors and the audit  committee of the       registrant's  board of directors  (or persons  performing  the  equivalent       functions):        (a)   All significant  deficiencies and material  weaknesses in the design             or operation of internal control over financial  reporting which are             reasonably  likely to adversely affect the  registrant's  ability to             record, process, summarize and report financial information; and        (b)   Any fraud,  whether or not  material,  that  involves  management or             other  employees  who have a  significant  role in the  registrant's             internal control over financial reporting.  Date:  March 29, 2006                                         //S//Dennis R. Neill                                     ----------------------------                                     Dennis R. Neill, President                                     (Principal Executive Officer)     EX-31.10 26 x31-10.txt CERTIFICATION (SEC. 302)                                    Exhibit 31.10                                   CERTIFICATION  I, Craig D. Loseke, certify that:  1.    I have reviewed  this Annual Report on Form 10-K of Geodyne Institutional/       Pension Energy Income Limited Partnership P-6;  2.    Based on my  knowledge,  this  annual  report  does not contain any untrue       statement of a material fact or omit to state a material fact necessary to       make the statements made, in light of the  circumstances  under which such       statements were made, not misleading with respect to the period covered by       this annual report;  3.    Based on my  knowledge,  the  financial  statements,  and other  financial       information included in this annual report, fairly present in all material       respects the financial condition,  results of operations and cash flows of       the  registrant  as of, and for,  the  periods  presented  in this  annual       report;  4.    The  registrant's  other  certifying  officer(s) and I are responsible for       establishing  and  maintaining  disclosure  controls  and  procedures  (as       defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant       and have:        (a)   Designed such  disclosure  controls and  procedures,  or caused such             disclosure   controls  and  procedures  to  be  designed  under  our             supervision,  to ensure that  material  information  relating to the             registrant,  including its consolidated subsidiaries,  is made known             to us by others  within  those  entities,  particularly  during  the             period in which this annual report is being prepared;        (b)   [Intentionally  omitted  per SEC's  transition  rules in SEC Release             Nos. 33-8238 and 34-47986.];        (c)   Evaluated the effectiveness of the registrant's  disclosure controls             and procedures  and presented in this annual report our  conclusions             about the  effectiveness of the disclosure  controls and procedures,             as of the end of the period  covered by this annual  report based on             such evaluation; and                                        -1-         (d)   Disclosed  in this  annual  report  any  change in the  registrant's             internal  control over financial  reporting that occurred during the             registrant's  most recent fiscal  quarter (the  registrant's  fourth             fiscal  quarter in the case of an annual report) that has materially             affected,   or  is  reasonably  likely  to  materially  affect,  the             registrant's internal control over financial reporting; and  5.    The registrant's other certifying  officer(s) and I have disclosed,  based       on  our  most  recent   evaluation  of  internal  control  over  financial       reporting,  to the  registrant's  auditors and the audit  committee of the       registrant's  board of directors  (or persons  performing  the  equivalent       functions):        (a)   All significant  deficiencies and material  weaknesses in the design             or operation of internal control over financial  reporting which are             reasonably  likely to adversely affect the  registrant's  ability to             record, process, summarize and report financial information; and        (b)   Any fraud,  whether or not  material,  that  involves  management or             other  employees  who have a  significant  role in the  registrant's             internal control over financial reporting.  Date:  March 29, 2006                                         //S//Craig D. Loseke                                     ----------------------------                                     Craig D. Loseke, Chief Accounting Officer                                     (Principal Financial Officer)     EX-32.1 27 x32-1.txt CERTIFICATION (SEC. 906)                                      Exhibit 32.1                                    CERTIFICATION                        PURSUANT TO 18 U.S.C. SECTION 1350,                     AS ADOPTED PURSUANT TO SECTION 906 OF THE                            SARBANES-OXLEY ACT OF 2002        The  undersigned  hereby  certify,  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, that, to the undersigned's  best knowledge and belief, the Annual Report on Form 10-K for the Geodyne  Institutional/Pension  Energy Income P-1 Limited Partnership ("Issuer") for the  period  ending  December  31,  2005 as filed  with the  Securities  and Exchange Commission on the date hereof (the "Report"):        (a)   fully complies with the requirements of section 13(a) or 15(d) of             the Securities Exchange Act of 1934; and        (b)   the information contained in the Report fairly presents, in all             material respects, the financial condition and results of operations             of the Issuer.        Dated this 29th day of March, 2006.                                      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME                                     P-1 LIMITED PARTNERSHIP                                     ("Issuer")                                      //s// Dennis R. Neill                                     -----------------------------------                                     Dennis R. Neill                                     President (Chief Executive Officer)                                      //s// Craig D. Loseke                                     -----------------------------------                                     Craig D. Loseke                                     Chief Accounting Officer                                     (Chief Financial Officer)      EX-32.2 28 x32-2.txt CERTIFICATION (SEC. 906)                                      Exhibit 32.2                                    CERTIFICATION                        PURSUANT TO 18 U.S.C. SECTION 1350,                     AS ADOPTED PURSUANT TO SECTION 906 OF THE                            SARBANES-OXLEY ACT OF 2002        The  undersigned  hereby  certify,  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, that, to the undersigned's  best knowledge and belief, the Annual Report on Form 10-K for the Geodyne  Institutional/Pension  Energy Income Limited Partnership P-3 ("Issuer") for the  period  ending  December  31,  2005 as filed  with the  Securities  and Exchange Commission on the date hereof (the "Report"):        (a)   fully complies with the requirements of section 13(a) or 15(d) of             the Securities Exchange Act of 1934; and        (b)   the information contained in the Report fairly presents, in all             material respects, the financial condition and results of operations             of the Issuer.        Dated this 29th day of March, 2006.                                      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME                                     LIMITED PARTNERSHIP P-3                                     ("Issuer")                                      //s// Dennis R. Neill                                     -----------------------------------                                     Dennis R. Neill                                     President (Chief Executive Officer)                                      //s// Craig D. Loseke                                     -----------------------------------                                     Craig D. Loseke                                     Chief Accounting Officer                                     (Chief Financial Officer)      EX-32.3 29 x32-3.txt CERTIFICATION (SEC. 906)                                      Exhibit 32.3                                    CERTIFICATION                        PURSUANT TO 18 U.S.C. SECTION 1350,                     AS ADOPTED PURSUANT TO SECTION 906 OF THE                            SARBANES-OXLEY ACT OF 2002        The  undersigned  hereby  certify,  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, that, to the undersigned's  best knowledge and belief, the Annual Report on Form 10-K for the Geodyne  Institutional/Pension  Energy Income Limited Partnership P-4 ("Issuer") for the  period  ending  December  31,  2005 as filed  with the  Securities  and Exchange Commission on the date hereof (the "Report"):        (a)   fully complies with the requirements of section 13(a) or 15(d) of             the Securities Exchange Act of 1934; and        (b)   the information contained in the Report fairly presents, in all             material respects, the financial condition and results of operations             of the Issuer.        Dated this 29th day of March, 2006.                                      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME                                     LIMITED PARTNERSHIP P-4                                     ("Issuer")                                      //s// Dennis R. Neill                                     -----------------------------------                                     Dennis R. Neill                                     President (Chief Executive Officer)                                      //s// Craig D. Loseke                                     -----------------------------------                                     Craig D. Loseke                                     Chief Accounting Officer                                     (Chief Financial Officer)      EX-32.4 30 x32-4.txt CERTIFICATION (SEC. 906)                                      Exhibit 32.4                                    CERTIFICATION                        PURSUANT TO 18 U.S.C. SECTION 1350,                     AS ADOPTED PURSUANT TO SECTION 906 OF THE                            SARBANES-OXLEY ACT OF 2002        The  undersigned  hereby  certify,  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, that, to the undersigned's  best knowledge and belief, the Annual Report on Form 10-K for the Geodyne  Institutional/Pension  Energy Income Limited Partnership P-5 ("Issuer") for the  period  ending  December  31,  2005 as filed  with the  Securities  and Exchange Commission on the date hereof (the "Report"):        (a)   fully complies with the requirements of section 13(a) or 15(d) of             the Securities Exchange Act of 1934; and        (b)   the information contained in the Report fairly presents, in all             material respects, the financial condition and results of operations             of the Issuer.        Dated this 29th day of March, 2006.                                      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME                                     LIMITED PARTNERSHIP P-5                                     ("Issuer")                                      //s// Dennis R. Neill                                     -----------------------------------                                     Dennis R. Neill                                     President (Chief Executive Officer)                                      //s// Craig D. Loseke                                     -----------------------------------                                     Craig D. Loseke                                     Chief Accounting Officer                                     (Chief Financial Officer)      EX-32.5 31 x32-5.txt CERTIFICATION (SEC. 906)                                      Exhibit 32.5                                    CERTIFICATION                        PURSUANT TO 18 U.S.C. SECTION 1350,                     AS ADOPTED PURSUANT TO SECTION 906 OF THE                            SARBANES-OXLEY ACT OF 2002        The  undersigned  hereby  certify,  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, that, to the undersigned's  best knowledge and belief, the Annual Report on Form 10-K for the Geodyne  Institutional/Pension  Energy Income Limited Partnership P-6 ("Issuer") for the  period  ending  December  31,  2005 as filed  with the  Securities  and Exchange Commission on the date hereof (the "Report"):        (a)   fully complies with the requirements of section 13(a) or 15(d) of             the Securities Exchange Act of 1934; and        (b)   the information contained in the Report fairly presents, in all             material respects, the financial condition and results of operations             of the Issuer.        Dated this 29th day of March, 2006.                                      GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME                                     LIMITED PARTNERSHIP P-6                                     ("Issuer")                                      //s// Dennis R. Neill                                     -----------------------------------                                     Dennis R. Neill                                     President (Chief Executive Officer)                                      //s// Craig D. Loseke                                     -----------------------------------                                     Craig D. Loseke                                     Chief Accounting Officer                                     (Chief Financial Officer)      -----END PRIVACY-ENHANCED MESSAGE-----
None.
As of the  end  of the  period  covered  by  this  report,  the  principal executive officer and principal financial officer conducted an evaluation of the Partnerships'  disclosure controls and procedures (as defined in Rules 13a-15(e) and  15d-15(e)  under the  Securities  and Exchange Act of 1934).  Based on this evaluation,  such officers concluded that the Partnerships'  disclosure controls and procedures are effective to ensure that information required to be disclosed by the  Partnerships  in  reports  filed  under the  Exchange  Act is  recorded, processed,  summarized,  and  reported  accurately  and within the time  periods specified in the Securities and Exchange Commission rules and forms.
The  General  Partner  is not  aware  of any  information  required  to be reported  on Form 8-K  during  the  fourth  quarter of 2005 but which was not so reported.                                       PART III.
The Partnerships  have no directors or executive  officers.  The following individuals  are directors and executive  officers of the General  Partner.  The business  address of such  director  and  executive  officers is Two West Second Street, Tulsa, Oklahoma 74103.                                           -58-                  Name              Age       Position with General Partner       ----------------        ---      --------------------------------        Dennis R. Neill          54      President and Director        Judy K. Fox              55      Secretary  The director will hold office until the next annual meeting of  shareholders  of Geodyne  or until  his  successor  has been  duly  elected  and  qualified.  All executive officers serve at the discretion of the Board of Directors.        Dennis R. Neill joined Samson in 1981, was named Senior Vice President and Director of Geodyne on March 3, 1993, and was named President of Geodyne and its subsidiaries on June 30, 1996. Prior to joining Samson, he was associated with a Tulsa law firm,  Conner and  Winters,  where his  principal  practice was in the securities area. He received a Bachelor of Arts degree in political science from Oklahoma State  University and a Juris  Doctorate  degree from the University of Texas.  Mr.  Neill also serves as Senior  Vice  President  of Samson  Investment Company and as President and Director of Samson Properties Incorporated,  Samson Hydrocarbons Company, Dyco Petroleum  Corporation,  Berry Gas Company,  Circle L Drilling Company, Snyder Exploration Company, and Compression, Inc.        Judy K. Fox joined  Samson in 1990 and was named  Secretary of Geodyne and its  subsidiaries on June 30, 1996.  Prior to joining Samson,  she served as Gas Contract Manager for Ely Energy Company.  Ms. Fox is also Secretary of Berry Gas Company,   Circle  L  Drilling  Company,   Compression,   Inc.,  Dyco  Petroleum Corporation, Samson Hydrocarbons Company, Snyder Exploration Company, and Samson Properties Incorporated.        Section 16(a) Beneficial Ownership Reporting Compliance        To the best knowledge of the Partnerships  and the General Partner,  there were no officers,  directors,  or ten percent owners who were delinquent  filers during 2005 of reports required under Section 16 of the Securities  Exchange Act of 1934.         Audit Committee Financial Expert        The  Partnerships  are not  required by SEC  regulations  or  otherwise to maintain an audit  committee.  The board of  directors  of the  General  Partner consists of one person and therefore serves as its audit committee. There is not an audit committee financial expert, as defined in the SEC regulations,  serving on the General Partner's board of directors.                                            -59-            Code of Ethics        The General  Partner has adopted a Code of Ethics which  applies to all of its  executive  officers,  including  those persons who perform the functions of principal  executive  officer,   principal  financial  officer,   and  principal accounting  officer.  The Partnerships  will provide,  free of charge, a copy of this Code of Ethics to any person upon  receipt of a written  request  mailed to Geodyne Resources,  Inc., Samson Plaza, Two West Second Street, Tulsa, OK 74103. Such  request  must  include the  address to which the Code of Ethics  should be mailed.
The General  Partner and its  affiliates are reimbursed for actual general and  administrative  costs and operating costs incurred and  attributable to the conduct of the business affairs and operations of the Partnerships,  computed on a cost basis,  determined  in  accordance  with  generally  accepted  accounting principles.  Such reimbursed  costs and expenses  allocated to the  Partnerships include office rent, secretarial, employee compensation and benefits, travel and communication costs, fees for professional  services,  and other items generally classified  as general or  administrative  expense.  When actual costs  incurred benefit other  Partnerships and affiliates,  the allocation of costs is based on the  relationship of the  Partnerships'  reserves to the total reserves owned by all  Partnerships  and  affiliates.  The  amount of general  and  administrative expense  allocated to the General Partner and its affiliates and charged to each Partnership  during  2005,  2004,  and 2003,  is set  forth in the table  below. Although the actual  costs  incurred by the General  Partner and its  affiliates have  fluctuated  during the three years  presented,  the amounts charged to the Partnerships  have not  fluctuated  due to  expense  limitations  imposed by the Partnership Agreements.              Partnership         2005          2004         2003             -----------       --------      --------     --------                 P-1           $113,760      $113,760     $113,760                 P-3            178,560       178,560      178,560                 P-4            132,960       132,960      132,960                 P-5            124,680       124,680      124,680                 P-6            150,564       150,564      150,564        None  of  the  officers  or  directors  of  the  General  Partner  receive compensation  directly from the  Partnerships.  The  Partnerships  reimburse the General  Partner  or its  affiliates  for that  portion  of such  officers'  and directors'   salaries  and  expenses   attributable  to  time  devoted  by  such individuals  to the  Partnerships'  activities  based on the  allocation  method described above. The following tables indicate the approximate amount of general and  administrative  expense  reimbursement  attributable to the salaries of the directors,  officers,  and employees of the General  Partner and its  affiliates during 2005, 2004, and 2003:                                           -60-                                                         Salary Reimbursements                                                       P-1 Partnership                                                      ---------------                                            Three Years Ended December 31, 2005                                                                             Long Term Compensation                                                                     ----------------------------------                                        Annual Compensation                    Awards           Payouts                                  -----------------------------      -----------------------    -------                                                                                     Securi-                                                          Other                       ties                     All      Name                                                Annual     Restricted      Under-                   Other       and                                               Compen-       Stock         lying        LTIP       Compen-    Principal                     Salary      Bonus      sation       Award(s)      Options/     Payouts     sation    Position               Year     ($)        ($)         ($)          ($)          SARs(#)       ($)         ($) - ---------------           ----   -------    -------     -------     ----------     --------     -------     -------          Dennis R. Neill, President(1)(2)           2003      -          -           -            -             -            -           -                           2004      -          -           -            -             -            -           -                           2005      -          -           -            -             -            -           -  All Executive Officers, Directors, and Employees as a group(2)             2003   $61,746       -           -            -             -            -           -                           2004   $66,157       -           -            -             -            -           -                           2005   $67,887       -           -            -             -            -           -  - ---------- (1)   The general and  administrative  expenses paid  by the P-1 Partnership and       attributable to salary  reimbursements do not  include any salary or other       compensation attributable to Mr. Neill. (2)   No officer or director  of Geodyne or its  affiliates  provides  full-time       services  to the P-1  Partnership  and no  individual's  salary  or  other       compensation  reimbursement  from the P-1  Partnership  equals or  exceeds       $100,000 per annum.                                           -61-                                                          Salary Reimbursements                                                       P-3 Partnership                                                      ---------------                                             Three Years Ended December 31, 2005                                                                             Long Term Compensation                                                                        ---------------------------------                                          Annual Compensation                      Awards                    Payouts                                    -------------------------------     ----------------------------------   -------                                                                                       Securi-                                                             Other                      ties                   All      Name                                                   Annual     Restricted     Under-                 Other       and                                                  Compen-       Stock        lying        LTIP     Compen-    Principal                        Salary      Bonus      sation       Award(s)     Options/     Payouts   sation    Position               Year        ($)        ($)         ($)          ($)         SARs(#)       ($)       ($) - ---------------           ----     --------    -------     -------     ----------    --------     -------   -------          Dennis R. Neill, President(1)(2)           2003         -          -           -            -            -            -         -                           2004         -          -           -            -            -            -         -                           2005         -          -           -            -            -            -         -  All Executive Officers, Directors, and Employees as a group(2)             2003     $ 96,917       -           -            -            -            -         -                           2004     $103,842       -           -            -            -            -         -                           2005     $106,557       -           -            -            -            -         - - --------- (1)   The general and  administrative  expenses  paid by the P-3 Partnership and       attributable to salary  reimbursements do not include any salary or  other       compensation attributable to Mr. Neill. (2)   No officer or director  of Geodyne or its  affiliates  provides  full-time       services  to the P-3  Partnership  and no  individual's  salary  or  other       compensation  reimbursement  from the P-3  Partnership  equals or  exceeds       $100,000 per annum.                                           -62-                                                        Salary Reimbursements                                                       P-4 Partnership                                                      ---------------                                             Three Years Ended December 31, 2005                                                                              Long Term Compensation                                                                      -----------------------------------                                         Annual Compensation                  Awards              Payouts                                    -----------------------------     -----------------------     -------                                                                                      Securi-                                                           Other                       ties                    All      Name                                                 Annual     Restricted      Under-                  Other       and                                                Compen-       Stock         lying         LTIP     Compen-    Principal                       Salary      Bonus     sation       Award(s)      Options/      Payouts   sation    Position               Year       ($)        ($)        ($)          ($)          SARs(#)        ($)       ($) - ---------------           ----     -------    -------    -------     ----------     --------      -------   -------          Dennis R. Neill, President(1)(2)           2003        -          -          -            -             -             -         -                           2004        -          -          -            -             -             -         -                           2005        -          -          -            -             -             -         -  All Executive Officers, Directors, and Employees as a group(2)             2003     $72,167       -          -            -             -             -         -                           2004     $77,323       -          -            -             -             -         -                           2005     $79,345       -          -            -             -             -         - - ---------- (1)   The general and  administrative  expenses paid  by the P-4 Partnership and       attributable  to salary  reimbursements do not include any salary or other       compensation attributable to Mr. Neill. (2)   No officer or director  of Geodyne or its  affiliates  provides  full-time       services  to the P-4  Partnership  and no  individual's  salary  or  other       compensation  reimbursement  from the P-4  Partnership  equals or  exceeds       $100,000 per annum.                                            -63-                                                         Salary Reimbursements                                                       P-5 Partnership                                                      ---------------                                            Three Years Ended December 31, 2005                                                                              Long Term Compensation                                                                      ------------------------------------                                          Annual Compensation                     Awards           Payouts                                    -----------------------------     -----------------------      -------                                                                                      Securi-                                                           Other                       ties                    All      Name                                                 Annual     Restricted      Under-                  Other       and                                                Compen-       Stock         lying         LTIP     Compen-    Principal                       Salary       Bonus    sation       Award(s)      Options/      Payouts   sation    Position               Year       ($)         ($)       ($)          ($)          SARs(#)        ($)       ($) - ---------------           ----     -------     -------   -------     ----------     --------      -------   -------          Dennis R. Neill, President(1)(2)           2003        -           -         -            -             -             -         -                           2004        -           -         -            -             -             -         -                           2005        -           -         -            -             -             -         -  All Executive Officers, Directors, and Employees as a group(2)             2003     $67,673        -         -            -             -             -         -                           2004     $72,508        -         -            -             -             -         -                           2005     $74,404        -         -            -             -             -         - - ---------- (1)   The general and  administrative  expenses paid  by the P-5 Partnership and       attributable to salary  reimbursements  do not include any salary or other       compensation attributable to Mr. Neill. (2)   No officer or director  of Geodyne or its  affiliates  provides  full-time       services  to the P-5  Partnership  and no  individual's  salary  or  other       compensation  reimbursement  from the P-5  Partnership  equals or  exceeds       $100,000 per annum.                                           -64-                                                       Salary Reimbursements                                                       P-6 Partnership                                                      ---------------                                            Three Years Ended December 31, 2005                                                                               Long Term Compensation                                                                        ----------------------------------                                          Annual Compensation                   Awards             Payouts                                    -------------------------------     ----------------------     -------                                                                                       Securi-                                                             Other                      ties                   All      Name                                                   Annual     Restricted     Under-                 Other       and                                                  Compen-       Stock        lying       LTIP      Compen-    Principal                       Salary       Bonus      sation       Award(s)     Options/    Payouts    sation    Position               Year       ($)         ($)         ($)          ($)         SARs(#)      ($)        ($) - ---------------           ----     -------     -------     -------     ----------    --------    -------    -------          Dennis R. Neill, President(1)(2)           2003        -           -           -            -            -           -          -                           2004        -           -           -            -            -           -          -                           2005        -           -           -            -            -           -          -  All Executive Officers, Directors, and Employees as a group(2)             2003     $81,722        -           -            -            -           -          -                           2004     $87,560        -           -            -            -           -          -                           2005     $89,851        -           -            -            -           -          - - ---------- (1)   The general and  administrative  expenses  paid by the P-6 Partnership and       attributable  to salary  reimbursements do not include any salary or other       compensation attributable to Mr. Neill. (2)   No officer or director  of Geodyne or its  affiliates  provides  full-time       services  to the P-6  Partnership  and no  individual's  salary  or  other       compensation  reimbursement  from the P-6  Partnership  equals or  exceeds       $100,000 per annum.                                            -65-            Affiliates of the  Partnerships  serve as operator of some of the wells in which the  Partnerships  own a Net Profits  Interest.  The owners of the working interests in these wells contract with such  affiliates for services as operator of the wells. As operator,  such affiliates are compensated at rates provided in the operating agreements in effect and charged to all parties to such agreement. Such  compensation  may occur both prior and subsequent to the  commencement  of commercial  marketing of  production  of oil or gas.  The dollar  amount of such compensation which burdens the Partnerships' Net Profits Interests is impossible to quantify as of the date of this Annual Report.        Samson  maintains  necessary  inventories of new and used field equipment. Samson  may  have  provided  some of this  equipment  for  wells  in  which  the Partnerships have a Net Profits Interest.  This equipment was provided at prices or rates equal to or less than those normally  charged in the same or comparable geographic area by unaffiliated persons or companies dealing at arm's length.
The following table provides information as to the beneficial ownership of the Units as of the date of filing  this  Annual  Report by (i) each  beneficial owner of more than five percent of the issued and  outstanding  Units,  (ii) the director and officers of the General Partner,  and (iii) the General Partner and its affiliates.  The address of the General Partner,  its officers and director, and Samson  Resources  Company is Samson Plaza,  Two West Second Street,  Tulsa, Oklahoma 74103.                                                           Number of Units                                                           Beneficially                                                          Owned (Percent                Beneficial Owner                          of Outstanding) - --------------------------------------------             ---------------  P-1 Partnership: - ---------------     Samson Resources Company                              32,153 (29.8%)     All affiliates, directors, and officers of       the General Partner as a group and the       General Partner (4 persons)                        32,153 (29.8%)                                            -66-     P-3 Partnership: - ---------------     Samson Resources Company                              71,226 (42.0%)     All affiliates, directors, and officers       of the General Partner as a group and       the General Partner (4 persons)                    71,226 (42.0%)   P-4 Partnership: - ---------------     Samson Resources Company                              35,021 (27.7%)     All affiliates, directors, and officers       of the General Partner as a group and       the General Partner (4 persons)                    35,021 (27.7%)   P-5 Partnership: - ---------------     Samson Resources Company                              31,195 (26.3%)     All affiliates, directors, and officers       of the General Partner as a group and       the General Partner (4 persons)                    31,195 (26.3%)   P-6 Partnership: - ---------------     Samson Resources Company                              21,881 (15.3%)     ATL, Inc.    1200 Harbor Boulevard, 5th Floor    Weehawken, NJ 07087                                   54,887 (38.4%)     All affiliates, directors, and officers       of the General Partner as a group and       the General Partner (4 persons)                    21,881 (15.3%)
The General  Partner and certain of its  affiliates  engage in oil and gas activities  independently  of the  Partnerships  which  result in  conflicts  of interest  that  cannot be totally  eliminated.  The  allocation  of  acquisition opportunities  and the  nature  of the  compensation  arrangements  between  the Partnerships  and  the  General  Partner  also  create  potential  conflicts  of interest.  An affiliate of the Partnerships owns some of the Partnerships' Units and therefore has an identity of interest                                          -67-     with other Limited Partners with respect to the operations of the Partnerships.        In order to attempt to assure limited  liability for the Limited  Partners as well as an orderly  conduct of business,  management of the  Partnerships  is exercised  solely by the General Partner.  The Partnership  Agreements grant the General Partner broad discretionary  authority with respect to the Partnerships' expenditure and control of funds,  including  borrowings.  These  provisions are similar to those contained in prospectuses and partnership  agreements for other public oil and gas  partnerships.  Broad discretion as to general  management of the Partnerships involves  circumstances where the General Partner has conflicts of interest and where it must  allocate  costs and expenses,  or  opportunities, among the Partnerships and other competing interests.        The  General  Partner  does  not  devote  all of its  time,  efforts,  and personnel exclusively to the Partnerships.  Furthermore, the Partnerships do not have  any  employees,   but  instead  rely  on  the  personnel  of  Samson.  The Partnerships thus compete with Samson (including other oil and gas partnerships) for the time and  resources  of such  personnel.  Samson  devotes  such time and personnel  to  the  management  of the  Partnerships  as  are  indicated  by the circumstances and as are consistent with the General Partner's fiduciary duties.        Affiliates  of  the  Partnerships  operate  certain  wells  in  which  the Partnerships  have a net profits  interest and are compensated for such services at rates comparable to charges of unaffiliated third parties for services in the same  geographic  area.  These  costs are  charged to the owners of the  working interest  of such wells and are  considered  when  calculating  the Net  Profits payable  to the  Partnerships.  These  costs  are thus  indirectly  borne by the Partnership.        Affiliates of the Partnerships are solely responsible for the negotiation, administration,  and  enforcement of oil and gas sales  agreements  covering the leasehold  interests  in which  the  Partnerships  hold Net  Profits  Interests. Because affiliates of the Partnerships who provide services to the owners of the Working  Interests  have  fiduciary or other duties to other  members of Samson, contract  amendments and negotiating  positions taken by them in their effort to enforce  contracts with purchasers may not  necessarily  represent the positions that the owners of such Working  Interests would take if they were to administer their own contracts  without  involvement  with other members of Samson.  On the other hand,  management  believes that the negotiating  strength and contractual positions of the owners of such Working  Interests  have been enhanced by virtue of their affiliation with Samson.                                             -68-
Audit Fees        During 2005 and 2004, each Partnership paid the following audit fees:                                                   2005        2004                                                 -------     -------        Year-end audit per engagement letter      $23,716     $21,560       1st quarter 10-Q review                       925         825       2nd quarter 10-Q review                       917         825       3rd quarter 10-Q review                       917         825         Audit-Related Fees        During 2005 and 2004 the Partnerships did not pay any  audit-related  fees of the type required by the SEC to be disclosed in this Annual Report under this heading.         Tax Fees        During 2005 and 2004 the Partnerships did not pay any tax compliance,  tax advice,  or tax planning fees of the type required by the SEC to be disclosed in this Annual Report under this heading.         All Other Fees        During  2005 and 2004 the  Partnerships  did not pay any other fees of the type  required  by the SEC to be  disclosed  in this  Annual  Report  under this heading.         Audit Approval        The  Partnerships  do not have audit committee  pre-approval  policies and procedures as described in paragraph  (c)(7)(i) of Rule 2-01 of Regulation  S-X. The  Partnerships  did not receive any  services of the type  described in Items 9(e)(2) through 9(e)(4) of Schedule 14A.         Audit and Related Fees Paid by Affiliates        The  Partnerships'  accountants  received  compensation from other related partnerships  managed by the General Partner and from other entities  affiliated with the General Partner.  This compensation is for audit services,  tax related services,  and other  accounting-related  services. The General Partner does not believe this arrangement creates a conflict of interest or                                          -69-     impairs the auditors' independence.                                        PART IV.
(a) Financial Statements, Financial Statement Schedules, and Exhibits.          (1) Financial Statements: The following financial statements for the              Geodyne Institutional/Pension Energy Income P-1 Limited Partnership             and Geodyne NPI Partnership P-1             Geodyne Institutional/Pension Energy Income Limited Partnership P-3             and  Geodyne NPI  Partnership  P-3             Geodyne Institutional/Pension Energy Income Limited Partnership P-4             and Geodyne NPI Partnership P-4             Geodyne Institutional/Pension Energy Income Limited Partnership P-5             and Geodyne NPI Partnership P-5             Geodyne Institutional/Pension Energy Income Limited Partnership P-6             and Geodyne NPI Partnership P-6              as of December  31, 2005 and 2004 and for each of the three years in             the period ended December 31, 2005 are filed as part of this report:              Report of Independent Registered Public Accounting Firm             Combined Balance Sheets             Combined Statements of Operations             Combined Statements of Changes in                   Partners' Capital (Deficit)             Combined Statements of Cash Flows             Notes to Combined Financial Statements          (2) Financial Statement Schedules:              None.          (3) Exhibits:  Exh. No.      Exhibit - ----     -------   4.1     Certificate of Limited Partnership dated March 16, 1988 for the Geodyne          Institutional/  Pension Energy Income P-1 Limited  Partnership filed as          Exhibit  4.1 to  Registrant's  Annual  Report on Form 10-K for the year          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.                                           -70-      4.2     Amended and Restated Agreement of Limited Partnership dated October 25,          1988 for the Geodyne  Institutional/Pension  Energy  Income P-1 Limited          Partnership filed as Exhibit 4.2 to Registrant's  Annual Report on Form          10-K  for the year  ended  December  31,  2001,  filed  with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.3     First  Amendment  to  Certificate  of  Limited  Partnership  and  First          Amendment  to Amended and  Restated  Agreement  of Limited  Partnership          dated February 24, 1993, for the Geodyne  Institutional/Pension  Energy          Income P-1 Limited  Partnership  filed as Exhibit  4.3 to  Registrant's          Annual Report on Form 10-K for the year ended December 31, 2001,  filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   4.4     Second  Amendment to Certificate of Limited  Partnership  dated July 1,          1996 for the Geodyne  Institutional/Pension  Energy  Income P-1 Limited          Partnership filed as Exhibit 4.4 to Registrant's  Annual Report on Form          10-K  for the year  ended  December  31,  2001,  filed  with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.5     Second   Amendment  to  Amended  and  Restated   Agreement  of  Limited          Partnership dated August 4, 1993, for the Geodyne Institutional/Pension          Energy  Income  P-1  Limited   Partnership  filed  as  Exhibit  4.5  to          Registrant's Annual Report on Form 10-K for the year ended December 31,          2001,   filed  with  the  SEC  on  February  26,  2002  and  is  hereby          incorporated by reference.   4.6     Third   Amendment  to  Amended  and   Restated   Agreement  of  Limited          Partnership    dated    August    31,    1995,    for    the    Geodyne          Institutional/Pension  Energy Income P-1 Limited  Partnership  filed as          Exhibit  4.6 to  Registrant's  Annual  Report on Form 10-K for the year          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.7     Fourth   Amendment  to  Amended  and  Restated   Agreement  of  Limited          Partnership  dated July 1, 1996, for the Geodyne  Institutional/Pension          Energy  Income  P-1  Limited   Partnership  filed  as  Exhibit  4.7  to          Registrant's Annual Report on Form 10-K for the year ended December 31,          2001,   filed  with  the  SEC  on  February  26,  2002  and  is  hereby          incorporated by reference.  *4.8     Fifth   Amendment  to  Amended  and   Restated   Agreement  of  Limited          Partnership  for the Geodyne  Institutional/  Pension Energy Income P-1          Limited Partnership dated October 27, 2005.                                           -71-      4.9     Certificate  of Limited  Partnership  dated  February  13, 1989 for the          Geodyne  Institutional/  Pension Energy Income Limited  Partnership P-3          filed as Exhibit 4.15 to  Registrant's  Annual  Report on Form 10-K for          the year ended  December 31,  2001,  filed with the SEC on February 26,          2002 and is hereby incorporated by reference.   4.10    Amended and  Restated  Agreement of Limited  Partnership  dated May 10,          1989  for  the  Geodyne  Institutional/Pension  Energy  Income  Limited          Partnership P-3 filed as Exhibit 4.16 to Registrant's  Annual Report on          Form 10-K for the year ended  December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.11    First  Amendment  to  Certificate  of  Limited  Partnership  and  First          Amendment  to Amended and  Restated  Agreement  of Limited  Partnership          dated February 24, 1993, for the Geodyne  Institutional/Pension  Energy          Income Limited  Partnership  P-3 filed as Exhibit 4.17 to  Registrant's          Annual Report on Form 10-K for the year ended December 31, 2001,  filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   4.12    Second  Amendment to Certificate of Limited  Partnership  dated July 1,          1996  for  the  Geodyne  Institutional/Pension  Energy  Income  Limited          Partnership P-3 filed as Exhibit 4.18 to Registrant's  Annual Report on          Form 10-K for the year ended  December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.13    Second   Amendment  to  Amended  and  Restated   Agreement  of  Limited          Partnership dated August 4, 1993, for the Geodyne Institutional/Pension          Energy  Income  Limited  Partnership  P-3  filed  as  Exhibit  4.19  to          Registrant's Annual Report on Form 10-K for the year ended December 31,          2001,   filed  with  the  SEC  on  February  26,  2002  and  is  hereby          incorporated by reference.   4.14    Third   Amendment  to  Amended  and   Restated   Agreement  of  Limited          Partnership    dated    August    31,    1995,    for    the    Geodyne          Institutional/Pension  Energy Income Limited  Partnership  P-3 filed as          Exhibit 4.20 to  Registrant's  Annual  Report on Form 10-K for the year          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.15    Fourth   Amendment  to  Amended  and  Restated   Agreement  of  Limited          Partnership  dated July 1, 1996, for the Geodyne  Institutional/Pension          Energy  Income  Limited  Partnership  P-3  filed  as  Exhibit  4.21  to          Registrant's Annual Report on Form 10-K for the year ended December 31,          2001,   filed  with  the  SEC  on  February  26,  2002  and  is  hereby          incorporated by reference.                                           -72-     *4.16    Fifth   Amendment  to  Amended  and   Restated   Agreement  of  Limited          Partnership  for  the  Geodyne  Institutional/  Pension  Energy  Income          Limited Partnership P-3 dated October 27, 2005.   4.17    Certificate of Limited  Partnership  dated May 10, 1989 for the Geodyne          Institutional/  Pension Energy Income Limited  Partnership P-4 filed as          Exhibit 4.22 to  Registrant's  Annual  Report on Form 10-K for the year          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.18    Amended and Restated  Agreement of Limited  Partnership  dated November          20, 1989 for the Geodyne  Institutional/Pension  Energy Income  Limited          Partnership P-4 filed as Exhibit 4.23 to Registrant's  Annual Report on          Form 10-K for the year ended  December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.19    First  Amendment  to  Certificate  of  Limited  Partnership  and  First          Amendment  to Amended and  Restated  Agreement  of Limited  Partnership          dated February 24, 1993, for the Geodyne  Institutional/Pension  Energy          Income Limited  Partnership  P-4 filed as Exhibit 4.24 to  Registrant's          Annual Report on Form 10-K for the year ended December 31, 2001,  filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   4.20    Second  Amendment to Certificate of Limited  Partnership  dated July 1,          1996  for  the  Geodyne  Institutional/Pension  Energy  Income  Limited          Partnership P-4 filed as Exhibit 4.25 to Registrant's  Annual Report on          Form 10-K for the year ended  December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.21    Second   Amendment  to  Amended  and  Restated   Agreement  of  Limited          Partnership dated August 4, 1993, for the Geodyne Institutional/Pension          Energy  Income  Limited  Partnership  P-4  filed  as  Exhibit  4.26  to          Registrant's Annual Report on Form 10-K for the year ended December 31,          2001,   filed  with  the  SEC  on  February  26,  2002  and  is  hereby          incorporated by reference.   4.22    Third   Amendment  to  Amended  and   Restated   Agreement  of  Limited          Partnership    dated    August    31,    1995,    for    the    Geodyne          Institutional/Pension  Energy Income Limited  Partnership  P-4 filed as          Exhibit 4.27 to  Registrant's  Annual  Report on Form 10-K for the year          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.23    Fourth  Amendment   to   Amended  and   Restated  Agreement  of Limited          Partnership dated July 1, 1996, for the Geodyne                                          -73-              Institutional/Pension  Energy Income Limited  Partnership  P-4 filed as          Exhibit 4.28 to  Registrant's  Annual  Report on Form 10-K for the year          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.  *4.24    Fifth   Amendment  to  Amended  and   Restated   Agreement  of  Limited          Partnership  for  the  Geodyne  Institutional/  Pension  Energy  Income          Limited Partnership P-4 dated October 27, 2005.   4.25    Certificate  of  Limited  Partnership  dated  November  9, 1989 for the          Geodyne  Institutional/  Pension Energy Income Limited  Partnership P-5          filed as Exhibit 4.29 to  Registrant's  Annual  Report on Form 10-K for          the year ended  December 31,  2001,  filed with the SEC on February 26,          2002 and is hereby incorporated by reference.   4.26    Amended and Restated  Agreement of Limited  Partnership  dated February          26, 1990 for the Geodyne  Institutional/Pension  Energy Income  Limited          Partnership P-5 filed as Exhibit 4.30 to Registrant's  Annual Report on          Form 10-K for the year ended  December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.27    First  Amendment  to  Certificate  of  Limited  Partnership  and  First          Amendment  to Amended and  Restated  Agreement  of Limited  Partnership          dated February 24, 1993, for the Geodyne  Institutional/Pension  Energy          Income Limited  Partnership  P-5 filed as Exhibit 4.31 to  Registrant's          Annual Report on Form 10-K for the year ended December 31, 2001,  filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   4.28    Second  Amendment to Certificate of Limited  Partnership  dated July 1,          1996  for  the  Geodyne  Institutional/Pension  Energy  Income  Limited          Partnership P-5 filed as Exhibit 4.32 to Registrant's  Annual Report on          Form 10-K for the year ended  December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.29    Second   Amendment  to  Amended  and  Restated   Agreement  of  Limited          Partnership dated August 4, 1993, for the Geodyne Institutional/Pension          Energy  Income  Limited  Partnership  P-5  filed  as  Exhibit  4.33  to          Registrant's Annual Report on Form 10-K for the year ended December 31,          2001,   filed  with  the  SEC  on  February  26,  2002  and  is  hereby          incorporated by reference.   4.30    Third   Amendment  to  Amended  and   Restated   Agreement  of  Limited          Partnership    dated    August    31,    1995,    for    the    Geodyne          Institutional/Pension  Energy Income Limited  Partnership  P-5 filed as          Exhibit 4.34 to Registrant's Annual Report on                                          -74-              Form 10-K for the year ended  December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.31    Fourth   Amendment  to  Amended  and  Restated   Agreement  of  Limited          Partnership  dated July 1, 1996, for the Geodyne  Institutional/Pension          Energy  Income  Limited  Partnership  P-5  filed  as  Exhibit  4.35  to          Registrant's Annual Report on Form 10-K for the year ended December 31,          2001,   filed  with  the  SEC  on  February  26,  2002  and  is  hereby          incorporated by reference.  *4.32    Fifth   Amendment  to  Amended  and   Restated   Agreement  of  Limited          Partnership  for  the  Geodyne  Institutional/  Pension  Energy  Income          Limited Partnership P-5 dated October 27, 2005.   4.33    Certificate  of Limited  Partnership  dated  November  28, 1989 for the          Geodyne  Institutional/  Pension Energy Income Limited  Partnership P-6          filed as Exhibit 4.36 to  Registrant's  Annual  Report on Form 10-K for          the year ended  December 31,  2001,  filed with the SEC on February 26,          2002 and is hereby incorporated by reference.   4.34    Amended and Restated Agreement of Limited  Partnership dated October 5,          1990  for  the  Geodyne  Institutional/Pension  Energy  Income  Limited          Partnership P-6 filed as Exhibit 4.37 to Registrant's  Annual Report on          Form 10-K for the year ended  December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.35    First  Amendment  to  Certificate  of  Limited  Partnership  and  First          Amendment  to Amended and  Restated  Agreement  of Limited  Partnership          dated February 24, 1993, for the Geodyne  Institutional/Pension  Energy          Income Limited  Partnership  P-6 filed as Exhibit 4.38 to  Registrant's          Annual Report on Form 10-K for the year ended December 31, 2001,  filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   4.36    Second  Amendment to Certificate of Limited  Partnership  dated July 1,          1996  for  the  Geodyne  Institutional/Pension  Energy  Income  Limited          Partnership P-6 filed as Exhibit 4.39 to Registrant's  Annual Report on          Form 10-K for the year ended  December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   4.37    Second   Amendment  to  Amended  and  Restated   Agreement  of  Limited          Partnership dated August 4, 1993, for the Geodyne Institutional/Pension          Energy  Income  Limited  Partnership  P-6  filed  as  Exhibit  4.40  to          Registrant's Annual Report on Form 10-K for the year ended December 31,          2001, filed with                                          -75-              the SEC on February 26, 2002 and is hereby incorporated by reference.   4.38    Third   Amendment  to  Amended  and   Restated   Agreement  of  Limited          Partnership    dated    August    31,    1995,    for    the    Geodyne          Institutional/Pension  Energy Income Limited  Partnership  P-6 filed as          Exhibit 4.41 to  Registrant's  Annual  Report on Form 10-K for the year          ended December 31, 2001, filed with the SEC on February 26, 2002 and is          hereby incorporated by reference.   4.39    Fourth   Amendment  to  Amended  and  Restated   Agreement  of  Limited          Partnership  dated July 1, 1996, for the Geodyne  Institutional/Pension          Energy  Income  Limited  Partnership  P-6  filed  as  Exhibit  4.42  to          Registrant's Annual Report on Form 10-K for the year ended December 31,          2001,   filed  with  the  SEC  on  February  26,  2002  and  is  hereby          incorporated by reference.  *4.40    Fifth   Amendment  to  Amended  and   Restated   Agreement  of  Limited          Partnership  for  the  Geodyne  Institutional/  Pension  Energy  Income          Limited Partnership P-6 dated October 27, 2005.   10.1    Amended and Restated  Agreement of  Partnership  dated October 25, 1988          for  the  Geodyne  NPI   Partnership  P-1  filed  as  Exhibit  10.1  to          Registrant's Annual Report on Form 10-K for the year ended December 31,          2001,   filed  with  the  SEC  on  February  26,  2002  and  is  hereby          incorporated by reference.   10.2    First Amendment to Amended and Restated  Agreement of Partnership dated          February 26, 1993 for the Geodyne NPI  Partnership P-1 filed as Exhibit          10.2 to  Registrant's  Annual  Report on Form  10-K for the year  ended          December  31,  2001,  filed with the SEC on  February  26,  2002 and is          hereby incorporated by reference.   10.3    Second Amendment to Amended and Restated Agreement of Partnership dated          July 1, 1996 for the Geodyne NPI  Partnership P-1 filed as Exhibit 10.3          to Registrant's  Annual Report on Form 10-K for the year ended December          31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby          incorporated by reference.  *10.4    Third  Amendment  to  Amended and Restated Agreement of Partnership for          the Geodyne NPI Partnership P-1 dated October 27, 2005.   10.5    Agreement  of  Partnership  dated  February 9, 1989 for the Geodyne NPI          Partnership P-3 filed as Exhibit 10.7 to Registrant's  Annual Report on          Form 10-K for the year ended  December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.                                          -76-      10.6    First Amendment to Agreement of Partnership dated February 26, 1993 for          the Geodyne NPI  Partnership  P-3 filed as Exhibit 10.8 to Registrant's          Annual Report on Form 10-K for the year ended December 31, 2001,  filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   10.7    Second Amendment to Agreement of Partnership dated July 1, 1996 for the          Geodyne  NPI  Partnership  P-3 filed as  Exhibit  10.9 to  Registrant's          Annual Report on Form 10-K for the year ended December 31, 2001,  filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.  *10.8    Third  Amendment to  Agreement  of  Partnership  for  the  Geodyne  NPI          Partnership P-3 dated October 27, 2005.   10.9    Agreement  of  Partnership  dated  April 24,  1989 for the  Geodyne NPI          Partnership P-4 filed as Exhibit 10.10 to Registrant's Annual Report on          Form 10-K for the year ended  December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   10.10   First Amendment to Agreement of Partnership dated February 26, 1993 for          the Geodyne NPI  Partnership P-4 filed as Exhibit 10.11 to Registrant's          Annual Report on Form 10-K for the year ended December 31, 2001,  filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   10.11   Second Amendment to Agreement of Partnership dated July 1, 1996 for the          Geodyne  NPI  Partnership  P-4 filed as Exhibit  10.12 to  Registrant's          Annual Report on Form 10-K for the year ended December 31, 2001,  filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.  *10.12   Third Amendment  to  Agreement  of  Partnership  for  the  Geodyne  NPI          Partnership P-4 dated October 27, 2005.   10.13   Agreement  of  Partnership  dated  October 27, 1989 for the Geodyne NPI          Partnership P-5 filed as Exhibit 10.13 to Registrant's Annual Report on          Form 10-K for the year ended  December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   10.14   First Amendment to Agreement of Partnership dated February 26, 1993 for          the Geodyne NPI  Partnership P-5 filed as Exhibit 10.14 to Registrant's          Annual Report on Form 10-K for the year ended December 31, 2001,  filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   10.15   Second Amendment to Agreement of Partnership dated July 1, 1996 for the          Geodyne NPI Partnership P-5 filed as Exhibit                                          -77-              10.15 to  Registrant's  Annual  Report on Form 10-K for the year  ended          December  31,  2001,  filed with the SEC on  February  26,  2002 and is          hereby incorporated by reference.  *10.16   Third Amendment  to  Agreement  of  Partnership  for  the  Geodyne  NPI          Partnership P-5 dated October 27, 2005.   10.17   Agreement of  Partnership  dated  November 28, 1989 for the Geodyne NPI          Partnership P-6 filed as Exhibit 10.16 to Registrant's Annual Report on          Form 10-K for the year ended  December 31, 2001,  filed with the SEC on          February 26, 2002 and is hereby incorporated by reference.   10.18   First Amendment to Agreement of Partnership dated February 26, 1993 for          the Geodyne NPI  Partnership P-6 filed as Exhibit 10.17 to Registrant's          Annual Report on Form 10-K for the year ended December 31, 2001,  filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.   10.19   Second Amendment to Agreement of Partnership dated July 1, 1996 for the          Geodyne  NPI  Partnership  P-6 filed as Exhibit  10.18 to  Registrant's          Annual Report on Form 10-K for the year ended December 31, 2001,  filed          with  the SEC on  February  26,  2002  and is  hereby  incorporated  by          reference.  *10.20   Third  Amendment to  Agreement  of  Partnership  for  the  Geodyne  NPI          Partnership P-6 dated October 27, 2005.  *23.1    Consent   of   Ryder   Scott    Company,    L.P.    for   the   Geodyne          Institutional/Pension Energy Income P-1 Limited Partnership.  *23.2    Consent   of   Ryder   Scott    Company,    L.P.    for   the   Geodyne          Institutional/Pension Energy Income Limited Partnership P-3.  *23.3    Consent   of   Ryder   Scott    Company,    L.P.    for   the   Geodyne          Institutional/Pension Energy Income Limited Partnership P-4.  *23.4    Consent   of   Ryder   Scott    Company,    L.P.    for   the   Geodyne          Institutional/Pension Energy Income Limited Partnership P-5.  *23.5    Consent   of   Ryder   Scott    Company,    L.P.    for   the   Geodyne          Institutional/Pension Energy Income Limited Partnership P-6.  *31.1    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)          for  the  Geodyne   Institutional/Pension  Energy  Income  P-1  Limited          Partnership.                                          -78-     *31.2    Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)          for  the  Geodyne   Institutional/Pension  Energy  Income  P-1  Limited          Partnership.  *31.3    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Institutional/Pension Energy Income Limited Partnership          P-3.  *31.4    Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Institutional/Pension Energy Income Limited Partnership          P-3.  *31.5    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Institutional/Pension Energy Income Limited Partnership          P-4.  *31.6    Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Institutional/Pension Energy Income Limited Partnership          P-4.  *31.7    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Institutional/Pension Energy Income Limited Partnership          P-5.  *31.8    Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Institutional/Pension Energy Income Limited Partnership          P-5.  *31.9    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Institutional/Pension Energy Income Limited Partnership          P-6.  *31.10   Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Institutional/Pension Energy Income Limited Partnership          P-6.  *32.1    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant          to  Section  906 of the  Sarbanes-Oxley  Act of 2002  for  the  Geodyne          Institutional/Pension Energy Income P-1 Limited Partnership.  *32.2    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant          to  Section  906 of the  Sarbanes-Oxley  Act of 2002  for  the  Geodyne          Institutional/Pension Energy Income Limited Partnership P-3.  *32.3    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant          to  Section  906 of the  Sarbanes-Oxley  Act of 2002  for  the  Geodyne          Institutional/Pension Energy Income Limited Partnership P-4.  *32.4    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant          to  Section  906 of the  Sarbanes-Oxley  Act of 2002  for  the  Geodyne          Institutional/Pension Energy                                          -79-              Income Limited Partnership P-5.  *32.5    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant          to  Section  906 of the  Sarbanes-Oxley  Act of 2002  for  the  Geodyne          Institutional/Pension Energy Income Limited Partnership P-6.          All other Exhibits are omitted as inapplicable.  - ----------  *Filed herewith.                                           -80-                                         SIGNATURES  Pursuant to the requirements of Sections 13 or 15(d) of the Securities  Exchange Act of 1934,  the  registrant  has duly  caused  this report to be signed on its behalf by the undersigned, thereunto duly organized.                                GEODYNE  INSTITUTIONAL/PENSION  ENERGY  INCOME P-1                               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                                By:   GEODYNE RESOURCES, INC.                                     General Partner                                     March 29, 2006                                 By:   //s//Dennis R. Neill                                     ------------------------------                                         Dennis R. Neill                                         President  Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following  persons on behalf of the  registrant and in the capacities on the dates indicated.  By:   //s//Dennis R. Neill      President and            March 29, 2006       --------------------      Director (Principal           Dennis R. Neill       Executive Officer)        //s//Craig D. Loseke      Chief Accounting         March 29, 2006       --------------------      Officer (Principal           Craig D. Loseke       Accounting and                                 Financial Officer)        //S//Judy K. Fox          Secretary                March 29, 2006       --------------------           Judy K. Fox                                            -81-