GEODYNE INSTITUTIONAL PENSION ENERGY INC LTD PARTNERSHIP P-7
General        The Geodyne  Institutional/Pension  Energy Income Limited  Partnership P-7 (the "P-7 Partnership") and Geodyne  Institutional/Pension Energy Income Limited Partnership P-8 (the "P-8 Partnership")  (collectively,  the "Partnerships") are limited   partnerships   formed  under  the  Oklahoma  Revised  Uniform  Limited Partnership  Act.  Each  Partnership  is  composed  of Geodyne  Resources,  Inc. ("Geodyne" or the "General  Partner"),  a Delaware  corporation,  as the general partner,  Geodyne Institutional  Depositary Company, a Delaware corporation,  as the sole initial limited  partner,  and public  investors as substitute  limited partners (the "Limited  Partners").  The  Partnerships  commenced  operations on February 28, 1992.        The  General  Partner  currently  serves as general  partner of 26 limited partnerships,  including the Partnerships. The General Partner is a wholly-owned subsidiary  of Samson  Investment  Company.  Samson  Investment  Company and its various  corporate  subsidiaries,  including the General  Partner  (collectively "Samson"),  are  primarily  engaged in the  production  and  development  of and exploration  for oil and gas  reserves  and the  acquisition  and  operation  of producing   properties.   At  December  31,  2005  Samson  owned   interests  in approximately 18,000 oil 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 oil and gas properties ("Working  Interests")  which were acquired by affiliated oil and gas investment programs or other affiliates (the "Affiliated Programs").  Net profits interests entitle the  Partnerships  to a share of net revenues from producing  properties measured by a specific percentage of the net profits realized by such Affiliated Programs 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 on Form 10-K ("Annual Report") the Partnerships' net profits and royalty interests in oil and gas                                          -4-     sales will be referred to as "Net Profits" and the Partnerships' net profits and royalty interests in oil and gas properties will be collectively  referred to as "Net Profits Interests."        In order to  prudently  manage the  properties  which are  burdened by the Partnerships'  Net  Profits  Interests,  it  may  be  appropriate  for  drilling operations  to  be  conducted  on  such  properties.   Since  the  Partnerships' capitalized cost of their Net Profits Interests are calculated after considering such costs, the Partnerships also indirectly engage in development drilling.        As limited partnerships,  the Partnerships have no officers, directors, or employees. They rely instead on the personnel of the General Partner and 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].        The  Partnerships  were  scheduled  to  terminate  on February 28, 2002 in accordance with the partnership agreement for each Partnership (the "Partnership Agreement").   However,  the  General  Partner  may  extend  the  term  of  each Partnership  for up to five periods of two years each.  The General  Partner has extended  the  terms of the  Partnerships  for  their  third  extension  thereby extending their  termination date through December 31, 2007. The General Partner has  not  determined   whether  it  will  further  extend  the  term  of  either Partnership.         Funding        Although the  Partnership  Agreements  permit each  Partnership to incur a limited amount of borrowings,  operations and expenses are currently  funded out of revenues from each Partnership's Net Profits  Interests.  The General Partner may, but is not  required to,  advance  funds to the  Partnerships  for the same purposes for which Partnership borrowings are authorized.         Principal Products Produced and Services Rendered        The  Partnerships'  sole  business  is the  holding of certain Net Profits Interests.  The  Partnerships  do not refine or otherwise  process crude oil and condensate. The Partnerships do not hold any patents,  trademarks,  licenses, or concessions and                                          -5-     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;      *    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                                          -6-     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 revenues  attributable to the Partnerships' Net Profits Interests during the year ended December 31, 2005:  Partnership                     Customer                          Percentage - -----------       ------------------------------------            ----------      P-7           Occidental Energy Marketing, Inc.                   ("Occidental")                                     35.6%                   Hunt Oil Company ("Hunt")                          15.6%                   Plains Marketing, L.P.                             11.4%      P-8           Occidental                                         34.5%                   Hunt                                               14.1%        In the  event  of  interruption  of  purchases  by one or  more  of  these significant  customers or the cessation or material  change in  availability  of open  access  transportation  by pipeline  transporters,  the  Partnerships  may encounter  difficulty in marketing gas and in maintaining historic sales levels. Management  does  not  expect  any of  its  open  access  transporters  to  seek authorization to terminate their transportation  services.  Even if the services were  terminated,  management  believes  that  alternatives  would be  available whereby the Partnerships would be able to continue to market their gas.        The  Partnerships'  principal  customers  for  crude  oil  production  are refiners and other companies  which have pipeline  facilities near the producing properties in which the  Partnerships  own Net Profits  Interests.  In the event pipeline  facilities are not conveniently  available to production areas,  crude oil is usually trucked by purchasers to storage facilities.         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.                                          -7-           Regulation  of Sales and  Transportation  of Oil and Gas -- Sales of crude oil and  condensate  are made at  market  prices  and are not  subject  to price controls.  The sale of gas may be  subject  to both  federal  and state laws and regulations.  The  provisions  of these laws and  regulations  are complex,  and affect all who produce,  resell,  transport, or purchase gas. Although virtually all of the natural gas production  affecting the  Partnerships is not subject to price   regulation,   other   regulations   affect  the   availability   of  gas transportation services and the ability of gas consumers to continue to purchase or use gas at current levels. Accordingly,  such regulations may have a material effect on the Partnerships' Net Profits and projections of future Net Profits.        Future  Legislation --  Legislation  affecting the oil and gas industry is under  constant  review  for  amendment  or  expansion.  Because  such  laws and regulations  are frequently  amended or  reinterpreted,  management is unable to predict what  additional  energy  legislation  may be proposed or enacted or the future cost and impact of complying with existing or future regulations.        Regulation of the  Environment  -- Oil and gas  operations  are subject to numerous laws and  regulations  governing  the  discharge of materials  into the environment or otherwise relating to environmental  protection.  Compliance with such  laws  and  regulations,   together  with  any  penalties   resulting  from noncompliance,   may  decrease  the   Partnerships'   Net  Profits.   Management anticipates  that  various  local,  state,  and  federal  environmental  control agencies will have an increasing impact on oil and gas operations.         Insurance Coverage        Exploration for and production of oil and gas are subject to many inherent risks,  including  blowouts,   pollution,   fires,  and  other  casualties.  The Partnerships  maintain  insurance  coverage as is  customary  for  entities of a similar  size  engaged  in  similar  operations,   but  losses  can  occur  from uninsurable risks or in amounts in excess of existing  insurance  coverage.  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.                                          -8-
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 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;       *     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                                          -9-     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  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".                                          -10-           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 their 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 two additional  two-year periods,  the Partnerships will terminate no later than December 31, 2011. 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;                                          -12-           *     unitization and pooling of properties;       *     environmental protection;       *     reports concerning operations; and       *     taxation.        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 the  Partnerships' cash distributions.  See "Item 11 - Executive  Compensation"  and "Item 8 - Financial Statements and Supplementary Data".                                          -13-           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.        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.                                  Number of Wells(1)                              -----------------------                P/ship        Total      Oil      Gas                ------        -----      ---      ---                 P-7          1,044      862      182                 P-8          1,188      885      303  - -----------  (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.                                          -14-           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.   P-7 Partnership - ---------------                                            Revenue    Well Name            County     St.     Interest     Type      Status - ---------------         ------     ---     --------     ----   --------- Alison #1,#2 & #3       Martin     TX       .0538        Oil     Producing  (1 new well) Plains Unit             Yoakum     TX       .0062        Oil     Producing  (8 new wells) North Riley Unit        Gaines     TX       .0175        Oil     Producing  (4 new wells) Robertson North  Unit (15 new           Gaines     TX       .0223        Oil     Producing  wells)   P-8 Partnership - ---------------                                            Revenue    Well Name            County     St.     Interest     Type      Status - ---------------         ------     ---     --------     ----     --------- Alison #1,#2 & #3       Martin     TX       .0275        Oil     Producing  (1 new well) Plains Unit             Yoakum     TX       .0032        Oil     Producing  (8 new wells) North Riley Unit        Gaines     TX       .0107        Oil     Producing  (4 new wells) Robertson North  Unit (15 new           Gaines     TX       .0138        Oil     Producing  wells) Shafter LK San  Andres Unit            Andrews    TX       .0002        Oil     Producing  (10 new wells)         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.                                          -15-                                    Net Production Data                                  P-7 Partnership                                  ---------------                                              Year ended December 31,                                  -------------------------------------------                                     2005             2004            2003                                  ----------       ----------      ----------    Production:       Oil (Bbls)                     71,917           74,393          82,711       Gas (Mcf)                     334,064          405,100         338,742     Oil and gas sales(1):       Oil                        $3,734,370       $2,849,057      $2,407,893       Gas                         2,206,598        1,870,375       1,453,901                                   ---------        ---------       ---------         Total                    $5,940,968       $4,719,432      $3,861,794                                   =========        =========       =========    Average sales price:       Per barrel of oil              $51.93           $38.30          $29.11       Per Mcf of gas                   6.61             4.62            4.29  - ------------------- (1)   These   amounts   differ  from  the  Net  Profits   included  in  the  P-7       Partnership's  financial  statements  because  they  do  not  reflect  the       reduction in revenues of production  expenses of  $2,089,267,  $1,645,946,       and $1,650,013, respectively, incurred by the Affiliated Programs.                               [Remainder of Page Intentionally Left Blank]                                          -16-                                      Net Production Data                                 P-8 Partnership                                 ---------------                                             Year ended December 31,                                 --------------------------------------------                                     2005             2004            2003                                  ----------       ----------      ----------    Production:       Oil (Bbls)                     42,696           45,339          49,766       Gas (Mcf)                     226,142          270,536         257,786     Oil and gas sales(1):       Oil                        $2,215,712       $1,731,505      $1,448,496       Gas                         1,526,302        1,262,260       1,104,661                                   ---------        ---------       ---------         Total                    $3,742,014       $2,993,765      $2,553,157                                   =========        =========       =========    Average sales price:       Per barrel of oil              $51.90           $38.19          $29.11       Per Mcf of gas                   6.75             4.67            4.29  - ------------------- (1)   These   amounts   differ  from  the  Net  Profits   included  in  the  P-8       Partnership's  financial  statements  because  they  do  not  reflect  the       reduction in revenues of production expenses of $1,291,213,  $992,567, and       $1,004,748, respectively, incurred by the Affiliated Programs.         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                                          -17-     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.                                           -18-                                    Proved Reserves and                                Net Present Values                              From Proved Reserves                           As of December 31, 2005(1)  P-7 Partnership: - ---------------     Estimated proved reserves:       Gas (Mcf)                                                  5,883,535       Oil and liquids (Bbls)                                     1,635,489     Net present value (discounted at 10% per annum)             $34,146,848  P-8 Partnership: - ---------------     Estimated proved reserves:       Gas (Mcf)                                                  3,752,229       Oil and liquids (Bbls)                                       977,087     Net present value (discounted at 10% per annum)             $21,333,357  - ---------- (1)   Includes certain gas balancing adjustments which cause the gas volumes and       net present values to differ from the reserve  reports which were prepared       by the General Partner and reviewed by Ryder Scott.        No  estimates of the proved  reserves of the  Partnerships  comparable  to those included  herein have been included in reports to any federal agency other than  the SEC.  Additional  information  relating  to the  Partnerships'  proved reserves  is  contained  in Note 4 to the  Partnerships'  financial  statements, included in Item 8 of this Annual Report.         Significant Properties        As of December 31, 2005,  affiliates of the Partnerships  operated 23 (2%) and 26 (2%), respectively, of the P-7 and P-8 Partnerships' wells. The following table sets forth certain well and reserve information 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.                                          -19-           The Anadarko Basin is located in western Oklahoma and the Texas panhandle, while the Permian Basin is located in west Texas and southeast New Mexico.                      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-7 P/ship:   Permian         925       8      1%   1,582,774     4,314,457     $28,930,078   Anadarko         22      14     64%      23,977     1,508,053       4,602,541   P-8 P/ship:   Permian       1,457       8      1%     948,765     2,709,746     $17,580,704   Anadarko         31      17     55%      12,679     1,012,840       3,355,318  - ----------------- (1) Percent of the Partnership's  total wells in the basin which are operated by     affiliates of the Partnerships.        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 Partnerships.         The  P-7  and  P-8  Partnerships'  estimated  proved  reserves  increased        approximately  205,000 and  127,000  barrels of oil  equivalent  ("boe"),        respectively,  in the Robertson  North Unit,  Gaines  County,  Texas from        December 31, 2004 to December 31, 2005.  This  increase was primarily due        to the  completion  of several new wells in 2005,  a revised  forecast in        reserves based on actual production experience,  and the increases in the        oil and gas prices used to run the reserves.         The  P-7  and  P-8  Partnerships'  estimated  proved  reserves  increased        approximately  134,000 and 82,000 boe,  respectively,  in the North Riley        Unit,  Gaines County,  Texas from December 31, 2004 to December 31, 2005.        This increase was primarily due to the completion of several new wells in        2005 and a  revised  forecast  in  reserves  based on  actual  production        experience.                                           -20-           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 either Partnership during 2005.                                       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           Number of             Partnership         Units         Limited Partners             -----------       ---------       ----------------                  P-7            188,702              950                 P-8            116,168              827        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                                          -21-     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 the Partnership.                              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-7       $29    $27     $37    $34     $32    $29     $63    $62      $57  P-8        29     27      38     34      32     30      64     62       57        In addition to this repurchase  offer, 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                                          -22-     General  Partner may not distribute the full amount of cash receipts which might otherwise be available  for  distribution  in an effort to equalize or stabilize the amounts of quarterly  distributions.  Any available  amounts not distributed are  invested  and the  interest  or income  thereon is for the  accounts of the Limited Partners.        The  following  is a summary  of cash  distributions  paid to the  Limited Partners during 2004 and 2005 and the first quarter of 2006:                                Cash Distributions                               ------------------                                       2004                  -----------------------------------------                   1st          2nd         3rd        4th    P/ship         Qtr.         Qtr.        Qtr.       Qtr.    ------        -----        -----       -----      -----     P-7          $1.30        $2.32       $2.00      $2.87     P-8           1.77         2.50        1.85       3.12                                        2005                            2006                  -----------------------------------------           -----                   1st          2nd         3rd        4th             1st    P/ship         Qtr.         Qtr.        Qtr.       Qtr.            Qtr.    ------        -----        -----       -----      -----           -----     P-7          $1.94        $2.60       $3.03      $1.90           $4.70     P-8           2.20         2.60        3.20       2.13            4.86
The following table presents selected financial data for the Partnerships. This data should be read in  conjunction  with the  financial  statements of the Partnerships,  and the  respective  notes  thereto,  included  elsewhere in this Annual Report. See "Item 8. Financial Statements and Supplementary Data."                                           -23-                                                       Selected Financial Data                                                      P-7 Partnership                                                      ---------------                                         2005            2004              2003             2002              2001                                    ------------    ------------      ------------     ------------      ------------             Net Profits                      $3,851,701      $3,073,486        $2,211,781       $1,973,994        $2,042,635     Net Income:       Limited Partners               2,972,473       2,358,687         2,003,873        1,401,864         1,478,593       General Partner                  358,514         257,252           118,037           84,673            88,256       Total                          3,330,987       2,615,939         2,121,910        1,486,537         1,566,849     Limited Partners' Net       Income per Unit                    15.75           12.50             10.62             7.43              7.84     Limited Partners' Cash       Distributions per Unit              9.47            8.49              8.64             4.65             10.18     Total Assets                      6,265,936       4,885,661         4,239,795        3,657,798         3,112,532     Partners' Capital (Deficit)       Limited Partners               6,077,579       4,893,106         4,135,419        3,760,546         3,235,682       General Partner              (     8,941)    (    44,682)      (   103,881)     (   102,748)      (   123,150)     Number of Units       Outstanding                      188,702         188,702           188,702          188,702           188,702                                            -24-                                                       Selected Financial Data                                                      P-8 Partnership                                                      ---------------                                          2005              2004             2003             2002             2001                                     ------------      ------------     ------------     ------------     ------------             Net Profits                       $2,450,801        $2,001,198       $1,548,409       $1,355,917       $1,478,510     Net Income:       Limited Partners                1,895,309         1,536,003        1,668,506          991,477        1,117,968       General Partner                   227,614           183,768          108,749           58,819           65,041       Total                           2,122,923         1,719,771        1,777,255        1,050,296        1,183,009     Limited Partners' Net       Income per Unit                     16.32             13.22            14.36             8.53             9.62     Limited Partners' Cash       Distributions per Unit              10.13              9.24            12.55             5.54            12.43     Total Assets                       3,856,867         2,991,015        2,631,433        2,278,951        1,919,291     Partners' Capital (Deficit)       Limited Partners                3,713,402         2,995,093        2,533,090        2,322,584        1,976,107       General Partner                     9,941       (    13,891)     (    29,971)     (    43,633)     (    56,816)     Number of Units       Outstanding                       116,168           116,168          116,168          116,168          116,168                                             -25-
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:                                          -26-          *    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.                                          -27-     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 Partnership's 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-7 Partnership                                 ---------------                       Year Ended December 31, 2005 Compared                         to Year Ended December 31, 2004                      -------------------------------------        Total Net Profits increased  $778,000 (25.3%) in 2005 as compared to 2004. Of this increase $980,000 and $664,000,  respectfully, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of (i) $95,000 and $328,000, respectively,  related to decreases in volumes  of oil and gas  sold  and  (ii)  $443,000  related  to an  increase  in production  expenses.  Volumes of oil and gas sold  decreased  2,476 barrels and 71,036 Mcf, respectively, in 2005 as compared to 2004.        The decrease in volumes of oil sold was primarily  due to normal  declines in  production.  This  decrease  was  partially  offset  by (i) an  increase  in production on one significant  well due to the successful  2005  recompletion of that well and (ii) the  successful  completion  of a new well during early 2005. The decrease in volumes of gas sold was  primarily  due to (i) a positive  prior period volume  adjustment made in 2004 by the operator on one  significant  well and (ii) normal declines in production.        The increase in production expenses was primarily due to (i) 2005 workover expenses  incurred on several  wells and (ii) an increase  in  production  taxes associated  with  the  increase  in oil  and gas  sales.  These  increases  were partially offset by 2004 workover expenses incurred on several other wells.        Average  oil and gas prices  increased  to $51.93 per barrel and $6.61 per Mcf,  respectively,   in  2005  from  $38.30  per  barrel  and  $4.62  per  Mcf, respectively, in 2004.                                          -28-           Depletion of Net Profits  Interests  increased  $68,000 (28.9%) in 2005 as compared to 2004.  Of this  increase  (i) $35,000  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  $18,000  was due to previously  fully depleted wells, and (ii) $17,000 was due to accretion of these additional asset retirement obligations. This depletion increase was also due to (i) an increase in depletable Net Profits Interests during 2005 primarily due to the  recompletion of one significant well and (ii) an increase in depletable Net Profits Interests during 2005 primarily due to the drilling of one developmental well.  These increases were partially  offset by the decreases in volumes of oil and gas sold. As a percentage of Net Profits,  this expense increased to 7.9% in 2005 from 7.6% in 2004.        General and  administrative  expenses  increased  $6,000 (2.8%) in 2005 as compared to 2004. As a percentage of Net Profits,  these  expenses  decreased to 6.1% in 2005 from 7.5% in 2004, primarily due to the increase in Net Profits.        Cumulative cash distributions to the Limited Partners through December 31, 2005 were $21,588,916 or 114.41% of Limited Partners' capital contributions.                        Year Ended December 31, 2004 Compared                         to Year Ended December 31, 2003                      -------------------------------------        Total Net Profits increased  $862,000 (39.0%) in 2004 as compared to 2003. Of this  increase  (i)  $683,000  and  $132,000,  respectively,  were related to increases in the average  prices of oil and gas sold,  (ii) $285,000 was related to an  increase  in  volumes  of gas sold,  and (iii)  $4,000  was  related to a decrease in production  expenses.  These  increases were  partially  offset by a decrease  of $242,000  related to a decrease in volumes of oil sold.  Volumes of oil sold decreased 8,318 barrels, while volumes of gas sold increased 66,358 Mcf 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 sale of several  wells in late 2003.  The increase  in  volumes  of gas  sold  was  primarily  due to (i) an  increase  in production on several wells  following the  successful  workovers of those wells during 2003 and 2004 and (ii) a positive prior period volume  adjustment made in 2004 by the operator on one  significant  well.  These  increases were partially offset by (i) normal  declines in production,  (ii) the sale of several wells in mid 2003,  and (iii) a positive prior period volume  adjustment  made in 2003 on another significant well.        The decrease in production expenses was primarily due to (i) 2003 workover expenses incurred on several wells and (ii) the                                          -29-     sale of several  wells  during late 2003.  These  decreases  were  substantially offset by (i) 2004  workover  expenses  incurred  on  several  wells and (ii) an increase in production taxes associated with the increase in oil and gas sales.        Average  oil and gas prices  increased  to $38.30 per barrel and $4.62 per Mcf,  respectively,   in  2004  from  $29.11  per  barrel  and  $4.29  per  Mcf, respectively, in 2003.        As  discussed  in  "Liquidity  and  Capital   Resources"  below,  the  P-7 Partnership  sold certain oil and gas  properties  during 2003 and  recognized a $441,000 gain on such sales. No such sales occurred during 2004.        Depletion of Net Profits  Interests  decreased  $71,000 (23.2%) in 2004 as compared to 2003.  This decrease was primarily due to (i) upward 2004  revisions in the estimates of remaining oil and gas reserves and (ii) one significant well becoming  substantially  depleted in 2003 due to the lack of remaining reserves. As a  percentage  of Net Profits,  this  expense  decreased to 7.6% in 2004 from 13.8% in 2003,  primarily due to (i) the increases in the average  prices of oil and gas sold and (ii) the dollar decrease 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 7.5% in 2004 from 10.4% in 2003, primarily due to the increase in Net Profits.        The P-7  Partnership  achieved  payout during the second  quarter of 2004. After  payout,  operations  and revenues for the P-7  Partnership  are allocated using  after  payout  percentages.   These  after  payout  percentages  allocate operating  income and expenses 10% to the General Partner and 90% to the Limited Partners.  Before payout, operating income and expenses were allocated 5% to the General Partner and 95% to the Limited Partners.                                   P-8 Partnership                                 ---------------                       Year Ended December 31, 2005 Compared                         to Year Ended December 31, 2004                      -------------------------------------        Total Net Profits increased  $449,000 (22.5%) in 2005 as compared to 2004. Of this increase $585,000 and $471,000,  respectfully, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of (i) $101,000 and $207,000, respectively, related to decreases in volumes  of oil and gas  sold  and  (ii)  $298,000  related  to an  increase  in production expenses. Volumes of oil                                          -30-     and gas sold decreased  2,643 barrels and 44,394 Mcf,  respectively,  in 2005 as compared to 2004.        The decrease in volumes of oil sold was primarily  due to normal  declines in  production.  This  decrease  was  partially  offset  by (i) an  increase  in production on one significant  well due to the successful  2005  recompletion of that well and (ii) the  successful  completion  of a new well during early 2005. The decrease in volumes of gas sold was primarily due to (i) normal  declines in production  and (ii) a positive prior period volume  adjustment  made in 2004 by the operator on one significant well.        The increase in production expenses was primarily due to (i) 2005 workover expenses  incurred on several  wells and (ii) an increase  in  production  taxes associated  with  the  increase  in oil  and gas  sales.  These  increases  were partially offset by 2004 workover expenses incurred on several other wells.        Average  oil and gas prices  increased  to $51.90 per barrel and $6.75 per Mcf,  respectively,   in  2005  from  $38.19  per  barrel  and  $4.67  per  Mcf, respectively, in 2004.        Depletion of Net Profits  Interests  increased  $47,000 (34.8%) in 2005 as compared to 2004.  Of this  increase  (i) $24,000  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  $11,000  was due to previously  fully depleted wells, and (ii) $13,000 was due to accretion of these additional asset retirement obligations. This depletion increase was also due to (i) an increase in depletable Net Profits Interests during 2005 primarily due to the  recompletion of one significant well and (ii) an increase in depletable Net Profits Interests during 2005 primarily due to the drilling of one developmental well.  These increases were partially  offset by the decreases in volumes of oil and gas sold. As a percentage of Net Profits,  this expense increased to 7.5% in 2005 from 6.8% in 2004, primarily due to the dollar increase in depletion of Net Profits Interests.        General and  administrative  expenses  increased  $7,000 (4.6%) in 2005 as compared to 2004. As a percentage of Net Profits,  these  expenses  decreased to 6.4% in 2005 from 7.5% in 2004, primarily due to the increase in Net Profits.        Cumulative cash distributions to the Limited Partners through December 31, 2005 were $14,440,583 or 124.31% of Limited Partners' capital contributions.                                          -31-                           Year Ended December 31, 2004 Compared                         to Year Ended December 31, 2003                      -------------------------------------        Total Net Profits increased  $453,000 (29.2%) in 2004 as compared to 2003. Of this  increase  (i)  $412,000  and  $103,000,  respectively,  were related to increases in the average prices of oil and gas sold, (ii) $55,000 was related to an increase in volumes of gas sold,  and (iii) $12,000 was related to a decrease in production  expenses.  These increases were partially offset by a decrease of $129,000  related  to a decrease  in  volumes  of oil sold.  Volumes of oil sold decreased 4,427 barrels,  while volumes of gas sold increased 12,750 Mcf 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 sale of several  wells in late 2003.  The increase  in  volumes  of gas  sold  was  primarily  due to (i) an  increase  in production on several wells following  successful workovers during 2003 and 2004 and (ii) a positive prior period volume  adjustment made in 2004 by the operator on one significant  well.  These  increases were partially  offset by (i) normal declines in production,  (ii) the sale of several wells in mid 2003, and (iii) a positive  prior period  volume  adjustment  made in 2003 on another  significant well.        The decrease in production expenses was primarily due to (i) 2003 workover expenses  incurred on several  wells and (ii) the sale of several  wells  during late 2003. These decreases were partially  offset by (i) 2004 workover  expenses incurred on several  wells and (ii) an increase in production  taxes  associated with the increase in oil and gas sales.        Average  oil and gas prices  increased  to $38.19 per barrel and $4.67 per Mcf,  respectively,   in  2004  from  $29.11  per  barrel  and  $4.29  per  Mcf, respectively, in 2003.        As  discussed  in  "Liquidity  and  Capital   Resources"  below,  the  P-8 Partnership  sold certain oil and gas  properties  during 2003 and  recognized a $556,000 gain on such sales. No such sales occurred during 2004.        Depletion of Net Profits  Interests  decreased  $50,000 (27.0%) 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) one significant well  becoming  substantially  depleted  in 2003  due to the  lack of  remaining reserves. As a percentage of Net Profits, this expense decreased to 6.8% in 2004 from 12.1% in 2003,  primarily  due to the dollar  decrease in  depletion of Net Profits Interests and the increases in the average prices of oil and gas sold.                                          -32-           General and administrative  expenses remained  relatively constant in 2004 and 2003. As a percentage of Net Profits,  these  expenses  decreased to 7.5% in 2004 from 9.7% in 2003, primarily due to the increase in Net Profits.         Average Proceeds and Units of Production        The  following  tables  are  comparisons  of  the  annual  barrels  of oil equivalent  (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 barrel of oil equivalent  attributable to the Partnerships' Net Profits Interest for the years ended December 31, 2005, 2004, and 2003.                                2005 Compared to 2004                              ---------------------                         Barrel of Oil              Average Proceeds per                         Equivalent               Barrel of Oil Equivalent               -----------------------------     -------------------------- P/ship         2005      2004      % Change      2005     2004    % Change - ------        -------   -------    --------     ------   ------   --------   P-7          127,594   141,910      (10%)      $30.19   $21.66      39%  P-8           80,386    90,428      (11%)       30.49    22.13      38%                                2004 Compared to 2003                              ---------------------                        Barrel of Oil               Average Proceeds per                         Equivalent               Barrel of Oil Equivalent               -----------------------------     -------------------------- P/ship         2004      2003      % Change      2004     2003    % Change - ------        -------   -------    --------     ------   ------   --------   P-7          141,910   139,168        2%       $21.66   $15.89      36%  P-8           90,428    92,730      ( 2%)       22.13    16.70      33%         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 P-7 and P-8  Partnerships'  proved reserve   quantities  at  December  31,  2005  would  have  remaining  lives  of approximately 22.7 and 22.9 years,  respectively,  for oil reserves and 17.6 and 16.6 years, respectively, for gas reserves. These life of reserves estimates                                          -33-     are based on the current estimates of remaining oil and gas reserves.  See "Item 2.  Properties"  for a discussion  of these reserve  estimates.  Any increase or decrease  from the oil and gas prices at December 31, 2005 may cause an increase or decrease in the estimated  life of said  reserves.  As discussed  below,  the Partnerships  must  terminate  no later than  December  31, 2011 (six years from 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, 2004, and 2003, capital  expenditures affecting the P-7  Partnership's  Net Profits  Interests  totaled  approximately $1,065,000, $687,000, and $691,000,  respectively.  During 2005, 2004, and 2003, capital  expenditures  affecting  the P-8  Partnership's  Net Profits  Interests totaled approximately $618,000, $420,000, and $421,000,  respectively. The 2005, 2004,  and  2003  capital  expenditures  for the P-7 and P-8  Partnerships  were indirectly incurred primarily as a result of drilling activities associated with several large unitized  properties.  Additional  costs were indirectly  incurred during  2005 for the P-7 and P-8  Partnerships  as a result of (i)  recompletion activities on the Fed.  11-20S-34E #3 well located in Lea County, New Mexico and (ii) the drilling of the Alison #3 well located in Martin County, Texas.        The Partnerships  sold certain Net Profits  Interests during 2003. No such sales occurred  during 2005 and 2004. The sales were made by the General Partner after giving due consideration to both the offer price and the General Partner's estimate of the  underlying  property's  remaining  proved  reserves  and future operating   costs.   Net  proceeds  from  the  sales  were  distributed  to  the Partnerships  and  included  in  the  calculation  of  the  Partnerships'   cash distributions for the quarter immediately following the Partnerships' receipt of the proceeds.  During 2003, such proceeds to the P-7 Partnership  were $489,541, while such proceeds to the P-8 Partnership were $602,905.        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.                                          -34-           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.        The  Partnerships  were  scheduled  to  terminate  on February 28, 2002 in accordance with the  Partnership  Agreements.  However,  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 their third extension thereby extending their termination date to December 31, 2007.         Off-Balance Sheet Arrangements        The Partnerships do not have any off-balance sheet arrangements.         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                                          -35-     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.         Accounts Receivable (Accounts Payable) - Net Profits        Revenues from a Net Profits Interest consist of a share of the oil and gas sales of the property,  less operating and production expenses. The Partnerships accrue for oil and gas revenues less  expenses  from the Net Profits  Interests. Sales of gas  applicable  to the Net Profits  Interests  are recorded as revenue when  the gas is  metered  and  title  transferred  pursuant  to the  gas  sales contracts. During such times as sales of gas exceed a Partnership's pro rata Net Profits  Interest in a well,  such sales are  recorded as revenue  unless  total sales from the well have exceeded the Partnership's share of estimated total gas reserves  attributable to the underlying property,  at which time such excess is recorded as a liability.  The rates per Mcf used to calculate this liability are based on the average gas price 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 annual average production costs per Mcf.        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                                          -36-     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."
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 LIMITED PARTNERSHIP P-7         In our opinion, the accompanying balance sheets and the related statements of  operations,  changes in partners'  capital  (deficit) and cash flows present fairly,  in all  material  respects,  the  financial  position  of  the  Geodyne Institutional/Pension Energy Income Limited Partnership P-7, an Oklahoma limited partnership,  at December 31, 2005 and 2004,  and the results of its  operations and its 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 Partnership's  management.  Our responsibility is to express an opinion on these financial  statements  based on our  audits.  We  conducted  our audits of these financial  statements  in  accordance  with the  standards of the Pubic  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  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 LIMITED PARTNERSHIP P-7                                 Balance Sheets                           December 31, 2005 and 2004                                      ASSETS                                     ------                                                   2005              2004                                              ------------      ------------  CURRENT ASSETS:    Cash and cash equivalents                  $1,438,955        $1,158,634                                                ---------         ---------           Total current assets                 $1,438,955        $1,158,634  NET PROFITS INTERESTS, net, utilizing    the successful efforts method               4,826,981         3,727,027                                                ---------         ---------                                                $6,265,936        $4,885,661                                                =========         =========                      LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)                   -------------------------------------------  CURRENT LIABILITIES:    Accounts payable:       Net Profits                             $  197,298        $   37,237                                                ---------         ---------           Total current liabilities            $  197,298        $   37,237  PARTNERS' CAPITAL (DEFICIT):    General Partner                           ($    8,941)      ($   44,682)    Limited Partners, issued and       outstanding 188,702 Units                6,077,579         4,893,106                                                ---------         ---------        Total Partners' capital                 $6,068,638        $4,848,424                                                ---------         ---------                                                $6,265,936        $4,885,661                                                =========         =========                         The accompanying notes are an integral                       part of these financial statements                                           F-2                           GEODYNE INSTITUTIONAL/PENSION ENERGY                          INCOME LIMITED PARTNERSHIP P-7                             Statements of Operations               For the Years Ended December 31, 2005, 2004, and 2003                                         2005             2004            2003                                    ----------       ----------      ----------  REVENUES:    Net Profits                     $3,851,701       $3,073,486      $2,211,781    Interest income                     18,594            7,354           5,591    Gain on sale of       Net Profits Interests              -                -            440,609                                     ---------        ---------       ---------                                     $3,870,295       $3,080,840      $2,657,981  COSTS AND EXPENSES:    Depletion of Net       Profits Interests            $  303,051       $  235,103      $  305,931    General and administrative         236,257          229,798         230,540                                     ---------        ---------       ---------                                     $  539,308       $  464,901      $  536,471                                     ---------        ---------       ---------  INCOME BEFORE CUMULATIVE EFFECT    OF ACCOUNTING CHANGE            $3,330,987       $2,615,939      $2,121,510      Cumulative effect of change       in accounting for asset       retirement obligations       (Note 1)                           -                -                400                                     ---------        ---------       --------- NET INCOME                         $3,330,987       $2,615,939      $2,121,910                                     =========        =========       =========  GENERAL PARTNER - NET INCOME       $  358,514       $  257,252      $  118,037                                     =========        =========       =========  LIMITED PARTNERS - NET INCOME      $2,972,473       $2,358,687      $2,003,873                                     =========        =========       =========  NET INCOME per Unit                $    15.75       $    12.50      $    10.62                                     =========        =========       =========  UNITS OUTSTANDING                     188,702          188,702         188,702                                     =========        =========       =========                       The accompanying notes are an integral                        part of these financial statements                                           F-3                          GEODYNE INSTITUTIONAL/PENSION ENERGY                         INCOME LIMITED PARTNERSHIP P-7              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          $3,760,546      ($102,748)      $3,657,798    Net income                    2,003,873        118,037        2,121,910    Cash distributions          ( 1,629,000)     ( 119,170)     ( 1,748,170)                                  ---------        -------        ---------  Balance, Dec. 31, 2003          $4,135,419      ($103,881)      $4,031,538    Net income                    2,358,687        257,252        2,615,939    Cash distributions          ( 1,601,000)     ( 198,053)     ( 1,799,053)                                  ---------        -------        ---------  Balance, Dec. 31, 2004          $4,893,106      ($ 44,682)      $4,848,424    Net income                    2,972,473        358,514        3,330,987    Cash distributions          ( 1,788,000)     ( 322,773)     ( 2,110,773)                                  ---------        -------        ---------  Balance, Dec. 31, 2005          $6,077,579      ($  8,941)      $6,068,638                                  =========        =======        =========                                             The accompanying notes are an integral                       part of these financial statements                                           F-4                           GEODYNE INSTITUTIONAL/PENSION ENERGY                          INCOME LIMITED PARTNERSHIP P-7                             Statements of Cash Flows               For the Years Ended December 31, 2005, 2004, and 2003                                          2005            2004            2003                                     ------------    ------------    ------------ CASH FLOWS FROM OPERATING    ACTIVITIES:    Net income                        $3,330,987      $2,615,939      $2,121,910    Adjustments to reconcile       net income to net cash       provided by operating       activities:       Cumulative effect of change          in accounting for asset          retirement obligations          (Note 1)                          -               -        (       400)       Depletion of Net          Profits Interests              303,051         235,103         305,931       Gain on sale of          Net Profits Interests             -               -        (   440,609)       Net change in accounts          receivable / accounts          payable - Net Profits      (   178,611)    (   315,881)         79,513                                       ---------       ---------       ---------    Net cash provided by       operating activities           $3,455,427      $2,535,161      $2,066,345                                       ---------       ---------       --------- CASH FLOWS FROM INVESTING    ACTIVITIES:    Capital expenditures             ($1,064,333)    ($  551,227)    ($  691,049)    Proceeds from sale of       Net Profits Interests                -               -            489,541                                       ---------       ---------       ---------    Net cash used by       investing activities          ($1,064,333)    ($  551,227)    ($  201,508)                                       ---------       ---------       ---------  CASH FLOWS FROM FINANCING    ACTIVITIES:    Cash distributions               ($2,110,773)    ($1,799,053)    ($1,748,170)                                       ---------       ---------       ---------    Net cash used by       financing activities          ($2,110,773)    ($1,799,053)    ($1,748,170)                                       ---------       ---------       --------- NET INCREASE IN CASH    AND CASH EQUIVALENTS              $  280,321      $  184,881      $  116,667  CASH AND CASH EQUIVALENTS AT    BEGINNING OF PERIOD                1,158,634         973,753         857,086                                       ---------       ---------       --------- CASH AND CASH EQUIVALENTS AT    END OF PERIOD                     $1,438,955      $1,158,634      $  973,753                                       =========       =========       =========                       The accompanying notes are an integral                        part of these financial statements                                          F-5                 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  TO THE PARTNERS  GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-8        In our opinion, the accompanying balance sheets and the related statements of  operations,  changes in partners'  capital  (deficit) and cash flows present fairly,  in all  material  respects,  the  financial  position  of  the  Geodyne Institutional/Pension Energy Income Limited Partnership P-8, an Oklahoma limited partnership,  at December 31, 2005 and 2004,  and the results of its  operations and its 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 Partnership's  management.  Our responsibility is to express an opinion on these financial  statements  based on our  audits.  We  conducted  our audits of these financial  statements  in accordance  with 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  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-6                           GEODYNE INSTITUTIONAL/PENSION ENERGY                         INCOME LIMITED PARTNERSHIP P-8                                 Balance Sheets                           December 31, 2005 and 2004                                      ASSETS                                     ------                                                  2005              2004                                               ----------       ------------  CURRENT ASSETS:    Cash and cash equivalents                  $  925,925        $  745,323                                                ---------         ---------           Total current assets                 $  925,925        $  745,323  NET PROFITS INTERESTS, net, utilizing    the successful efforts method               2,930,942         2,245,692                                                ---------         ---------                                                $3,856,867        $2,991,015                                                =========         =========                    LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)                   -------------------------------------------  CURRENT LIABILITIES:    Accounts payable:       Net Profits                             $  133,524        $    9,813                                                ---------         ---------           Total current liabilities            $  133,524        $    9,813  PARTNERS' CAPITAL (DEFICIT):    General Partner                            $    9,941       ($   13,891)    Limited Partners, issued and       outstanding 116,168 Units                3,713,402         2,995,093                                                ---------         ---------        Total Partners' capital                 $3,723,343        $2,981,202                                                ---------         ---------                                               $3,856,867        $2,991,015                                                =========         =========                           The accompanying notes are an integral                       part of these financial statements                                           F-7                           GEODYNE INSTITUTIONAL/PENSION ENERGY                          INCOME LIMITED PARTNERSHIP P-8                             Statements of Operations               For the Years Ended December 31, 2005, 2004, and 2003                                         2005             2004              2003                                    ----------       ----------        ----------  REVENUES:    Net Profits                     $2,450,801       $2,001,198        $1,548,409    Interest income                     12,121            4,735             4,316    Gain on sale of Net       Profits Interests                   434             -              555,967                                     ---------        ---------         ---------                                     $2,463,356       $2,005,933        $2,108,692  COSTS AND EXPENSES:    Depletion of Net       Profits Interests            $  183,707       $  136,275        $  186,708    General and administrative         156,726          149,887           149,591                                     ---------        ---------         ---------                                     $  340,433       $  286,162        $  336,299                                     ---------        ---------         ---------  INCOME BEFORE CUMULATIVE EFFECT    OF ACCOUNTING CHANGE            $2,122,923       $1,719,771        $1,772,393     Cumulative effect of change in       accounting for asset       retirement obligations       (Note 1)                           -                -                4,862                                     ---------        ---------         ---------  NET INCOME                         $2,122,923       $1,719,771        $1,777,255                                     =========        =========         =========  GENERAL PARTNER - NET INCOME       $  227,614       $  183,768        $  108,749                                     =========        =========         =========  LIMITED PARTNERS - NET INCOME      $1,895,309       $1,536,003        $1,668,506                                     =========        =========         =========  NET INCOME per Unit                $    16.32       $    13.22        $    14.36                                     =========        =========         =========  UNITS OUTSTANDING                     116,168          116,168           116,168                                     =========        =========         =========                        The accompanying notes are an integral                        part of these financial statements                                          F-8                           GEODYNE INSTITUTIONAL/PENSION ENERGY                          INCOME LIMITED PARTNERSHIP P-8               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         $2,322,584       ($ 43,633)      $2,278,951    Net income                   1,668,506         108,749        1,777,255    Cash distributions         ( 1,458,000)      (  95,087)     ( 1,553,087)                                 ---------         -------        ---------  Balance, Dec. 31, 2003         $2,533,090       ($ 29,971)      $2,503,119    Net income                   1,536,003         183,768        1,719,771    Cash distributions         ( 1,074,000)      ( 167,688)     ( 1,241,688)                                 ---------         -------        ---------  Balance, Dec. 31, 2004         $2,995,093       ($ 13,891)      $2,981,202    Net income                   1,895,309         227,614        2,122,923    Cash distributions         ( 1,177,000)      ( 203,782)     ( 1,380,782)                                 ---------         -------        ---------  Balance, Dec. 31, 2005         $3,713,402        $  9,941       $3,723,343                                 =========         =======        =========                                             The accompanying notes are an integral                       part of these financial statements                                           F-9                           GEODYNE INSTITUTIONAL/PENSION ENERGY                          INCOME LIMITED PARTNERSHIP P-8                             Statements of Cash Flows               For the Years Ended December 31, 2005, 2004, and 2003                                         2005             2004            2003                                    ------------     ------------    ------------ CASH FLOWS FROM OPERATING    ACTIVITIES:    Net income                       $2,122,923       $1,719,771      $1,777,255    Adjustments to reconcile       net income to net cash       provided by operating       activities:       Cumulative effect of change          in accounting for asset          retirement obligations          (Note 1)                         -                -        (     4,862)       Depletion of Net          Profits Interests             183,707          136,275         186,708       Gain on sale of Net          Profits Interests         (       434)            -        (   555,967)       Net change in accounts          receivable / accounts          payable - Net Profits     (   124,650)     (   206,993)         31,639                                      ---------        ---------       ---------    Net cash provided by       operating activities          $2,181,546       $1,649,053      $1,434,773                                      ---------        ---------       ---------  CASH FLOWS FROM INVESTING    ACTIVITIES:    Capital expenditures            ($  620,162)     ($  337,245)    ($  420,686)    Proceeds from sale of       Net Profits Interests               -                -            602,905                                      ---------        ---------       ---------    Net cash provided (used) by       investing activities         ($  620,162)     ($  337,245)     $  182,219                                      ---------        ---------       ---------  CASH FLOWS FROM FINANCING    ACTIVITIES:    Cash distributions              ($1,380,782)     ($1,241,688)    ($1,553,087)                                      ---------        ---------       ---------    Net cash used by       financing activities         ($1,380,782)     ($1,241,688)    ($1,553,087)                                      ---------        ---------       --------- NET INCREASE IN CASH     AND CASH EQUIVALENTS            $  180,602       $   70,120      $   63,905  CASH AND CASH EQUIVALENTS AT    BEGINNING OF PERIOD                 745,323          675,203         611,298                                      ---------        ---------       ---------  CASH AND CASH EQUIVALENTS AT    END OF PERIOD                    $  925,925       $  745,323      $  675,203                                      =========        =========       =========                       The accompanying notes are an integral                        part of these financial statements                                          F-10                              GEODYNE INSTITUTIONAL/PENSION                  ENERGY INCOME PROGRAM II LIMITED PARTNERSHIPS                        Notes to the Financial Statements              For the Years 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.  Limited Partners' capital contributions were invested in net profits interests,  royalty interests, and other nonoperating interests in producing oil and gas properties. Most of the net profits interests  acquired by the Partnerships have been carved out of working  interests in producing  properties,  located in the  continental United States, which were acquired by affiliated oil and gas investment programs or other affiliates (the "Affiliated Programs").        Net profits  interests entitle the Partnerships to a share of net revenues from producing  properties  measured by a specific percentage of the net profits realized by such Affiliated  Programs as owners of the working  interests in the producing  properties.  Except  where  otherwise  noted,  references  to certain operational  activities of the  Partnerships  are actually the activities of the Affiliated  Programs.  As the holder of a net profits interest, a Partnership is not liable to pay any amount by which oil and gas  operating  costs and expenses exceed revenues for any period, although any deficit, together with interest, is applied to reduce the amounts payable to the Partnership in subsequent  periods. As used in these financial statements, the Partnerships' net profits and royalty interests  in oil  and gas  sales  are  referred  to as  "Net  Profits"  and the Partnerships'  net profits and royalty  interests in oil and gas  properties are referred to as "Net Profits  Interests."  The  Partnerships do not directly bear capital costs.  However, the Partnerships  indirectly bear certain capital costs incurred by the Affiliated Programs to the extent such capital costs are charged against  the  applicable  oil and gas  revenues in  calculating  the net profits payable to the  Partnerships.  For financial  reporting  purposes,  such capital costs are reported as capital  expenditures in the  Partnerships'  Statements of Cash Flows.        The P-7 and P-8 Partnerships were activated February 28, 1992 with Limited Partner capital contributions of $18,870,200 and $11,616,800,  respectively. The Partnerships were scheduled to terminate on February 28, 2002 in accordance with the partnership agreement for each Partnership (the "Partnership                                          F-11     Agreement").   However,  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  their  third  extension  thereby extending their  termination  date to December 31, 2007. The General Partner has not determined whether it will further extend the term of either Partnership.        An  affiliate  of the  General  Partner  owned  42,948  (22.8%) and 35,665 (30.7%) of the P-7 and P-8 Partnerships'  Units,  respectively,  at December 31, 2005.        The Partnerships' sole business is owning Net Profits Interests in oil and gas  properties.  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.         Allocation of Costs and Revenues        Each Partnership  Agreement allocates costs and income between the Limited Partners and General Partner as follows:                                      Before Payout(1)       After Payout(1)                                    ------------------    -------------------                                    General   Limited     General    Limited                                    Partner   Partners    Partner    Partners                                    -------   --------    -------    --------           Costs - -------------------------  Sales commissions, payment    for organization and    offering costs and    acquisition fee                   1%        99%          -          - Property Acquisition Costs           1%        99%          1%        99% General and administrative    costs and direct    administrative costs(2)           5%        95%         15%        85%                                          F-12               Income - -------------------------  Temporary investments of    Limited Partners'    Subscriptions                     1%        99%          1%        99% Income from oil and   gas production(2)                  5%        95%         15%        85% Gain on sale of Net Profits    Interests(2)                      5%        95%         15%        85% All other income(2)                  5%        95%         15%        85%  - ---------- (1)   Payout occurs when total  distributions  to Limited  Partners  equal total       original Limited Partner subscriptions. (2)   If at payout the total distributions received by the Limited Partners from       the  commencement  of the property  investment  period have averaged on an       annualized basis an amount that is less than 12% of the Limited  Partners'       subscriptions, the percentage of income, and costs which are shared in the       same proportions as income, allocated to the General Partner will increase       to only 10% and the Limited  Partners  will be allocated 90% thereof until       such time, if ever, that the  distributions  to the Limited  Partners from       the  commencement  of the  property  investment  period  reaches  a yearly       average  equal to at least  12% of the  Limited  Partners'  subscriptions.       Thereafter,  income,  and costs shared in the same  proportions as income,       will be  allocated  15% to the  General  Partner  and  85% to the  Limited       Partners.        The P-7 and P-8 Partnerships  achieved payout during the second quarter of 2004 and the fourth quarter of 2003, respectively.  After payout, operations and revenues  for the  Partnerships  are  allocated  using the 10%/90%  after payout percentages set forth in Footnote 2 to the table above.         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-13           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  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 depletion rates,  which include 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-7             $2.38     $1.66       $2.20                 P-8              2.29      1.51        2.01        The  Partnerships  evaluate the  recoverability  of the carrying  costs of their Net Profits Interests in proved oil and gas properties at the field level. If the  unamortized  costs of a Net Profits  Interest within a field exceeds the expected undiscounted future cash flows from such Net Profits Interest, the cost of the Net Profits  Interest is written down to fair value,  which is determined by using the  discounted  future  cash flows from the Net Profits  Interest.  No impairment  provisions were recorded by the Partnerships  during the three years ended December 31, 2005.         Accounts Receivable (Accounts Payable) - Net Profits        Revenues from a Net Profits Interest consist of a share of the oil and gas sales of the property,  less operating and production expenses. The Partnerships accrue for oil and gas revenues less  expenses  from the Net Profits  Interests. Sales of gas applicable to the Net Profits Interests are recorded as                                          F-14     revenue when the gas is metered and title transferred  pursuant to the gas sales contracts. During such times as sales of gas exceed a Partnership's pro rata Net Profits  Interest in a well,  such sales are  recorded as revenue  unless  total sales from the well have exceeded the Partnership's share of estimated total gas reserves  attributable to the underlying property,  at which time such excess is recorded as a liability.  The rates per Mcf used to calculate this liability are based on the average gas price 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 annual  average production costs per Mcf.        The Partnerships have not entered into any hedging or derivative contracts in connection with their production 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 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.                                          F-15           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  principle,  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 is adjusted upwards each quarter in order to recognize  accretion of the time related discount factor.  For the year ended December 31, 2005, the P-7 and P-8 Partnerships recognized approximately $74,000 and $52,000, 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-16                                       P-7 Partnership                                  ---------------                                               2005              2004                                           ----------        ----------  Total Asset Retirement    Obligation, January 1                   $326,907          $317,713 Additions                                     5,199              - Revisions                                   300,460         (   5,538) Accretion expense                            32,319            14,732                                             -------           ------- Total Asset Retirement    Obligation, December 31                 $664,885          $326,907                                             =======           =======                                    P-8 Partnership                                  ---------------                                               2005              2004                                           ----------        ----------  Total Asset Retirement    Obligation, January 1                   $239,986          $234,524 Additions                                     3,293              - Revisions                                   223,609         (   5,496) Settlements and disposals                 (     434)             - Accretion expense                            24,042            10,958                                             -------           ------- Total Asset Retirement    Obligation, December 31                 $490,496          $239,986                                             =======           =======   2. TRANSACTIONS WITH RELATED PARTIES        The  Partnerships  reimburse  the  General  Partner  for the  general  and administrative overhead applicable to the Partnerships based on an allocation of actual costs incurred by the General Partner.  When costs incurred benefit other Partnerships   and  affiliates,   the  allocation  of  costs  is  based  on  the relationship  of the  Partnerships'  reserves to the total reserves owned by all Partnerships and affiliates. The General Partner believes this allocation method is reasonable. Although the actual costs incurred by the General Partner and its affiliates have fluctuated during the three years presented, the amounts charged to the Partnerships  have not fluctuated due to expense  limitations  imposed by the Partnership  Agreements.  The following is a summary of payments made to the General  Partner  or  its  affiliates  by  the   Partnerships  for  general  and administrative  overhead costs for the years ended December 31, 2005,  2004, and 2003:                                          F-17                 Partnership         2005           2004           2003             -----------       --------       --------       --------                  P-7           $198,636       $198,636       $198,636                 P-8            122,280        122,280        122,280        Affiliates of the Partnerships  operate certain of the properties in which the  Partnerships  own a Net Profits  Interest  and their  policy is to bill the owners of the working interests of such properties for all customary charges and cost  reimbursements  associated  with  these  activities,   together  with  any compressor rentals, consulting, or other services provided.   3. MAJOR CUSTOMERS        The following table sets forth purchasers who  individually  accounted for ten percent or more of the  combined oil and gas sales  attributable  to each of the  Partnership's  Net Profits  Interests  during the years ended  December 31, 2005, 2004, and 2003:      Partnership              Purchaser                       Percentage    -----------       ----------------------          -----------------------                                                      2005     2004     2003                                                      -----    -----    -----        P-7           Occidental Energy                       Marketing, Inc.                       ("Occidental")                 35.6%    24.0%      -                      Hunt Oil Company ("Hunt")       15.6%    18.3%    15.9%                      Plains Marketing, L.P.          11.4%      -        -                      ExxonMobil Oil                       Corporation ("Exxon")            -      11.3%    33.1%                      Duke Energy Field                       Services, Inc. ("Duke")          -        -      10.2%                      Scurlock Permian Corp.            -        -      10.0%          P-8           Occidental                      34.5%    22.8%      -                      Hunt                            14.1%    16.2%    13.8%                      Exxon                             -      11.5%    31.3%                      Duke                              -        -      10.6%        In the  event  of  interruption  of  purchases  by one or  more  of  these significant  customers or the cessation or material  change in  availability  of open  access  transportation  by pipeline  transporters,  the  Partnerships  may encounter  difficulty in marketing gas and in maintaining historic sales levels. Alternative purchasers or transporters may not be readily available.                                            F-18     4. SUPPLEMENTAL OIL AND GAS INFORMATION        The following supplemental  information regarding the Net Profits Interest activities  of  the  Partnerships  is  presented   pursuant  to  the  disclosure requirements promulgated by the SEC.         Capitalized Costs        Capitalized  costs and  accumulated  depletion and valuation  allowance at December 31, 2005 and 2004 were as follows:                                   P-7 Partnership                                 ---------------                                                  2005              2004                                             -------------     -------------  Net Profits Interests in proved    oil and gas properties                    $17,469,825       $16,147,582  Accumulated depletion and    valuation allowance                      ( 12,642,844)     ( 12,420,555)                                               ----------        ----------    Net Profits Interests, net                $ 4,826,981       $ 3,727,027                                               ==========        ==========                                   P-8 Partnership                                 ---------------                                                  2005              2004                                             -------------     -------------  Net Profits Interests in proved    oil and gas properties                    $10,460,819       $ 9,616,334  Accumulated depletion and    valuation allowance                      (  7,529,877)     (  7,370,642)                                               ----------        ----------     Net Profits Interests, net                $ 2,930,942       $ 2,245,692                                               ==========        ==========          Costs Incurred        The  following  table  sets  forth the  development  costs  related to the Working  Interests which are burdened by the Partnerships' Net Profits Interests during  the  years  ended  December  31,  2005,  2004,  and  2003.  Since  these development   costs  were  charged  against  the  Net  Profits  payable  to  the Partnerships, such                                          F-19     development costs were indirectly borne by the  Partnerships.  No acquisition or exploration costs were incurred during the same periods.     Partnership                      2005(1)          2004          2003(2)    ------------                   ----------       --------       --------           P-7                      $1,065,027       $686,894       $691,049          P-8                         618,012        420,275        420,686     ------------------    (1)   Excludes  the  estimated  asset  retirement  costs  for the P-7 and P-8          Partnerships  of  approximately  $300,000 and  $224,000,  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-7 and P-8          Partnerships  of  approximately  $246,000  and $174,000,  respectively,          recorded as part of the FAS No. 143 implementation.         Quantities of Proved Oil and Gas Reserves - Unaudited        The  following  table  summarizes  changes  in net  quantities  of  proved reserves  attributable to the Partnerships' Net Profits Interests,  all of which are located in the United States, for the periods indicated. The proved reserves were   estimated  by  petroleum   engineers   employed  by   affiliates  of  the Partnerships.  Certain reserve  information was reviewed by Ryder Scott Company, L.P., an  independent  petroleum  engineering  firm.  The following  information includes certain gas balancing adjustments which cause the gas volumes to differ from the reserve  reports  prepared by the General Partner and reviewed by Ryder Scott.                                           F-20                                                                P-7 Partnership                      P-8 Partnership                                                  ----------------------------          ----------------------------                                                    Crude            Natural              Crude            Natural                                                     Oil               Gas                 Oil               Gas                                                  (Barrels)           (Mcf)             (Barrels)           (Mcf)                                                 -----------       -----------          ---------        -----------       Proved reserves, December 31, 2002                 947,225         4,419,130            556,658          3,047,476    Production                                   (   82,711)       (  338,742)          ( 49,766)        (  257,786)    Sales of minerals in place                   (   19,374)       (  240,703)          ( 13,548)        (  332,085)    Extensions and discoveries                      107,476           124,665             64,413             71,616    Revisions of previous       estimates                                    128,096           576,508             77,602            387,756                                                  ---------         ---------            -------          --------- Proved reserves, December 31, 2003               1,080,712         4,540,858            635,359          2,916,977    Production                                   (   74,393)       (  405,100)          ( 45,339)        (  270,536)    Extensions and discoveries                      225,680           315,285            137,225            173,999    Revisions of previous       estimates                                    288,140         1,029,036            170,474            705,453                                                  ---------         ---------            -------          --------- Proved reserves, December 31, 2004               1,520,139         5,480,079            897,719          3,525,893    Production                                   (   71,917)       (  334,064)          ( 42,696)        (  226,142)    Extensions and discoveries                      316,554           279,524            194,134            161,106    Revisions of previous       estimates                                 (  129,287)          457,996           ( 72,070)           291,372                                                  ---------         ---------            -------          --------- Proved reserves, December 31, 2005               1,635,489         5,883,535            977,087          3,752,229                                                  =========         =========            =======          ========= PROVED DEVELOPED RESERVES:    December 31, 2003                             1,080,712         4,540,858            635,337          2,916,770                                                  =========         =========            =======          =========    December 31, 2004                             1,520,139         5,480,079            897,699          3,525,689                                                  =========         =========            =======          =========    December 31, 2005                             1,635,489         5,883,535            977,087          3,752,229                                                  =========         =========            =======          =========                                              F-21      5. QUARTERLY FINANCIAL DATA (Unaudited)        Summarized  unaudited  quarterly  financial  data for 2005 and 2004 are as follows:                                   P-7 Partnership                                  ---------------                                                   2005                          --------------------------------------------------                           First         Second          Third      Fourth                          Quarter        Quarter        Quarter     Quarter                          --------       --------      ----------   --------  Total Revenues           $881,809       $870,234      $1,209,621   $908,631 Gross Profit (1)          829,884        806,831       1,114,137    816,392 Net Income                755,793        753,974       1,061,481    759,739 Limited Partners'    Net Income    Per Unit                  3.58           3.57            5.02       3.58                                                   2004                          --------------------------------------------------                           First         Second          Third      Fourth                          Quarter        Quarter        Quarter     Quarter                          --------       --------      ----------   --------  Total Revenues           $554,506       $892,202      $  951,443   $682,689 Gross Profit (1)          488,792        820,405         903,818    632,722 Net Income                430,539        752,757         851,318    581,325 Limited Partners'    Net Income    Per Unit                  2.15           3.56            4.04       2.75  - ------------------------- (1) Total revenues less depletion of Net Profits Interests.                                           F-22                                        P-8 Partnership                                  ---------------                                                   2005                          --------------------------------------------------                           First         Second         Third       Fourth                          Quarter        Quarter       Quarter      Quarter                          --------       --------      --------     --------  Total Revenues           $532,068       $551,568      $761,921     $617,799 Gross Profit (1)          501,050        514,308       700,650      563,641 Net Income                447,024        481,285       667,859      526,755 Limited Partners'    Net Income    Per Unit                  3.44           3.70          5.13         4.05                                                    2004                          --------------------------------------------------                           First         Second         Third       Fourth                          Quarter        Quarter       Quarter      Quarter                          --------       --------      --------     --------  Total Revenues           $373,067       $572,467      $591,261     $469,138 Gross Profit (1)          334,378        530,776       563,946      440,558 Net Income                296,624        483,348       531,259      408,540 Limited Partners'    Net Income    Per Unit                  2.27           3.71          4.10         3.14     - ------------------------ (1) Total revenues less depletion of Net Profits Interests.                                           F-23                                     INDEX TO EXHIBITS                                -----------------  Exh. No.      Description - ----     -----------   4.1     Certificate  of Limited  Partnership  dated  February 28, 1992, for the          Geodyne  Institutional/Pension  Energy Income Limited  Partnership P-7,          filed with the Securities and Exchange Commission on February 26, 2002,          as  Exhibit  4.1 to Annual  Report on Form  10K-405  for  period  ended          December 31, 2001 and is hereby incorporated by reference.   4.2     Agreement of Limited  Partnership  dated  February  28,  1992,  for the          Geodyne  Institutional/Pension  Energy Income Limited  Partnership P-7,          filed with the Securities and Exchange Commission on February 26, 2002,          as  Exhibit  4.2 to Annual  Report on Form  10K-405  for  period  ended          December 31, 2001 and is hereby incorporated by reference.   4.3     First  Amendment  to  Certificate  of  Limited  Partnership  and  First          Amendment to Agreement of Limited  Partnership dated February 25, 1993,          for the Geodyne Institutional/Pension Energy Income Limited Partnership          P-7, filed with the Securities and Exchange  Commission on February 26,          2002,  as Exhibit 4.3 to Annual Report on Form 10K-405 for period ended          December 31, 2001 and is hereby incorporated by reference.   4.4     Second Amendment to Certificate of Limited  Partnership dated August 4,          1993,  for the  Geodyne  Institutional/Pension  Energy  Income  Limited          Partnership  P-7, filed with the Securities and Exchange  Commission on          February 26, 2002,  as Exhibit 4.4 to Annual Report on Form 10K-405 for          period ended December 31, 2001 and is hereby incorporated by reference.   4.5     Second  Amendment to Agreement of Limited  Partnership  dated August 4,          1993,  for the  Geodyne  Institutional/Pension  Energy  Income  Limited          Partnership  P-7, filed with the Securities and Exchange  Commission on          February 26, 2002,  as Exhibit 4.5 to Annual Report on Form 10K-405 for          period ended December 31, 2001 and is hereby incorporated by reference.   4.6     Third  Amendment to Agreement of Limited  Partnership  dated August 31,          1995,  for the  Geodyne  Institutional/Pension  Energy  Income  Limited          Partnership  P-7, filed with the Securities and Exchange  Commission on          February 26, 2002,  as Exhibit 4.6 to Annual Report on Form 10K-405 for          period ended December 31, 2001 and is hereby incorporated by reference.                                          F-24       4.7     Fourth  Amendment  to Agreement  of Limited  Partnership  dated July 1,          1996,  for the  Geodyne  Institutional/Pension  Energy  Income  Limited          Partnership  P-7, filed with the Securities and Exchange  Commission on          February 26, 2002,  as Exhibit 4.7 to Annual Report on Form 10K-405 for          period ended December 31, 2001 and is hereby incorporated by reference.   4.8     Fifth Amendment to Agreement of Limited  Partnership dated November 14,          2001,  for the  Geodyne  Institutional/Pension  Energy  Income  Limited          Partnership  P-7, filed with the Securities and Exchange  Commission on          February 26, 2002,  as Exhibit 4.8 to Annual Report on Form 10K-405 for          period ended December 31, 2001 and is hereby incorporated by reference.   4.9     Sixth Amendment to Agreement of Limited  Partnership  dated January 22,          2004,  for the  Geodyne  Institutional/Pension  Energy  Income  Limited          Partnership  P-7, filed with the Securities and Exchange  Commission on          March 26, 2004, as Exhibit 4.9 to Annual Report on Form 10-K for period          ended December 31, 2003, and is hereby incorporated by reference.  *4.10    Seventh  Amendment to Agreement of Limited  Partnership for the Geodyne          Institutional/Pension  Energy  Income  Limited  Partnership  P-7  dated          October 27, 2005.   4.11    Certificate  of Limited  Partnership  dated  February 28, 1992, for the          Geodyne  Institutional/Pension  Energy Income Limited  Partnership P-8,          filed with the Securities and Exchange Commission on February 26, 2002,          as  Exhibit  4.9 to Annual  Report on Form  10K-405  for  period  ended          December 31, 2001 and is hereby incorporated by reference.   4.12    Agreement  of Limited  Partnership  dated  February 28 , 1992,  for the          Geodyne  Institutional/Pension  Energy Income Limited  Partnership P-8,          filed with the Securities and Exchange Commission on February 26, 2002,          as Exhibit  4.10 to Annual  Report on Form  10K-405  for  period  ended          December 31, 2001 and is hereby incorporated by reference.   4.13    First  Amendment  to  Certificate  of  Limited  Partnership  and  First          Amendment to Agreement of Limited  Partnership dated February 25, 1993,          for the Geodyne Institutional/Pension Energy Income Limited Partnership          P-8, filed with the Securities and Exchange  Commission on February 26,          2002, as Exhibit 4.11 to Annual Report on Form 10K-405 for period ended          December 31, 2001 and is hereby incorporated by reference.   4.14    Second Amendment to Certificate of Limited  Partnership dated August 4,          1993,  for  the  Geodyne  Institutional/  Pension Energy Income Limited          Partnership P-8, filed with                                          F-25              the Securities and Exchange Commission on February 26, 2002, as Exhibit          4.12 to Annual  Report on Form  10K-405 for period  ended  December 31,          2001 and is hereby incorporated by reference.   4.15    Second  Amendment to Agreement of Limited  Partnership  dated August 4,          1993,  for the  Geodyne  Institutional/Pension  Energy  Income  Limited          Partnership  P-8, filed with the Securities and Exchange  Commission on          February 26, 2002, as Exhibit 4.13 to Annual Report on Form 10K-405 for          period ended December 31, 2001 and is hereby incorporated by reference.   4.16    Third  Amendment to Agreement of Limited  Partnership  dated August 31,          1995,  for the  Geodyne  Institutional/Pension  Energy  Income  Limited          Partnership  P-8, filed with the Securities and Exchange  Commission on          February 26, 2002, as Exhibit 4.14 to Annual Report on Form 10K-405 for          period ended December 31, 2001 and is hereby incorporated by reference.   4.17    Fourth  Amendment  to Agreement  of Limited  Partnership  dated July 1,          1996,  for the  Geodyne  Institutional/Pension  Energy  Income  Limited          Partnership  P-8, filed with the Securities and Exchange  Commission on          February 26, 2002, as Exhibit 4.15 to Annual Report on Form 10K-405 for          period ended December 31, 2001 and is hereby incorporated by reference.   4.18    Fifth Amendment to Agreement of Limited  Partnership dated November 14,          2001,  for the  Geodyne  Institutional/Pension  Energy  Income  Limited          Partnership  P-8, filed with the Securities and Exchange  Commission on          February 26, 2002, as Exhibit 4.16 to Annual Report on Form 10K-405 for          period ended December 31, 2001 and is hereby incorporated by reference.   4.19    Sixth Amendment to Agreement of Limited  Partnership  dated January 22,          2004,  for the  Geodyne  Institutional/Pension  Energy  Income  Limited          Partnership  P-8 filed with the Securities  and Exchange  Commission on          March 26,  2004,  as  Exhibit  4.17 to  Annual  Report on Form 10-K for          period  ended  December  31,  2003,  and  is  hereby   incorporated  by          reference.  *4.20    Seventh  Amendment to Agreement of Limited  Partnership for the Geodyne          Institutional/Pension  Energy  Income  Limited  Partnership  P-8  dated          October 27, 2005.  *23.1    Consent  of  Ryder  Scott  Company, L.P. for the Geodyne Institutional/          Pension Energy Income Limited Partnership P-7.                                          F-26     *23.2    Consent  of  Ryder  Scott Company, L.P. for  the Geodyne Institutional/          Pension Energy Income Limited Partnership P-8.  *31.1    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Institutional/Pension Energy Income Limited Partnership          P-7.  *31.2    Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Institutional/Pension Energy Income Limited Partnership          P-7.  *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-8.  *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-8.  *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 Limited Partnership P-7.  *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-8.        All other Exhibits are omitted as inapplicable.        ----------        *Filed herewith.                                           F-27    EX-4.10 2 exh4-10.txt AMENDMENT                                    EXHIBIT 4.10                                Seventh Amendment to                        Agreement of Limited Partnership of                  Geodyne Institutional/Pension Energy Income                              Limited Partnership P-7        This Seventh  Amendment to  Agreement  of Limited  Partnership  of Geodyne Institutional/Pension  Energy Income Limited Partnership P-7 (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 28, 1992, 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 25, 1993,  Properties executed and entered into that certain First Amendment to the Agreement  whereby it changed (i) the name of the Partnership  from  "PaineWebber/Geodyne   Institutional/Pension   Energy  Income Limited Partnership P-7" to "Geodyne Institutional/Pension Energy Income Limited Partnership  P-7",  (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 certain Second Amendment to the 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 certain Third Amendment to the 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        WHEREAS,   Properties  merged  with  and  into  Geodyne  Resources,   Inc. ("Resources"), its parent corporation, effective June 30, 1996; and        WHEREAS,  on  July  1st,  1996,  Resources  as  successor  via  merger  to Properties  executed  and entered  into that  certain  Fourth  Amendment  to the Agreement  whereby it amended the  Agreement to provide that Geodyne  Resources, Inc., as successor  via merger with  Properties,  is the General  Partner of the Partnership; and                                        -1-           WHEREAS,  on November 14, 2001,  Resources  executed and entered into that certain Fifth Amendment to the Agreement whereby the term of the partnership was extended for an additional two years, until February 28, 2004; and        WHEREAS,  on January 22,  2004,  Resources  executed and entered into that certain Sixth Amendment to the Agreement whereby the term of the partnership was extended until December 31, 2005; and        WHEREAS,  Section 2.3 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 an additional 59 days of the current two year period and for up to three  periods of two years each if it believes each such extension is in the best interests of the Limited Partners 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 through December 31, 2007.        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 General Partner may extend the             term of the Partnership for an additional 59 days of the current two             year period and for an  additional  two periods of two years each if             it believes such  extension is in the best  interests of the Limited             Partners,  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-4.30 3 exh4-20.txt AMENDMENT                                    EXHIBIT 4.20                                Seventh Amendment to                        Agreement of Limited Partnership of                  Geodyne Institutional/Pension Energy Income                              Limited Partnership P-8        This Seventh  Amendment to  Agreement  of Limited  Partnership  of Geodyne Institutional/Pension  Energy Income Limited Partnership P-8 (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 28, 1992, 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 25, 1993,  Properties executed and entered into that certain First Amendment to the Agreement  whereby it changed (i) the name of the Partnership  from  "PaineWebber/Geodyne   Institutional/Pension   Energy  Income Limited Partnership P-8" to "Geodyne Institutional/Pension Energy Income Limited Partnership  P-8",  (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 certain Second Amendment to the 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 certain Third Amendment to the 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        WHEREAS,   Properties  merged  with  and  into  Geodyne  Resources,   Inc. ("Resources"), its parent corporation, effective June 30, 1996; and        WHEREAS,  on  July  1st,  1996,  Resources  as  successor  via  merger  to Properties  executed  and entered  into that  certain  Fourth  Amendment  to the Agreement  whereby it amended the  Agreement to provide that Geodyne  Resources, Inc., as successor  via merger with  Properties,  is the General  Partner of the Partnership; and        WHEREAS,  on November 14, 2001,  Resources  executed and entered into that certain Fifth Amendment to the Agreement whereby the term of the partnership was extended for an additional two years, until February 28, 2004; and                                        -1-           WHEREAS,  on January 22,  2004,  Resources  executed and entered into that certain Sixth Amendment to the Agreement whereby the term of the partnership was extended until December 31, 2005; and        WHEREAS,  Section 2.3 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 an additional 59 days of the current two year period and for up to three  periods of two years each if it believes each such extension is in the best interests of the Limited Partners 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 through December 31, 2007.        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 General Partner may extend the             term of the Partnership for an additional 59 days of the current two             year period and for an  additional  two periods of two years each if             it believes such  extension is in the best  interests of the Limited             Partners,  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-23.1 4 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 Limited Partnership P-7.                                 //s// Ryder Scott Company, L.P.                                RYDER SCOTT COMPANY, L.P.     Houston, Texas February 24, 2006      EX-23.2 5 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-8.                                 //s// Ryder Scott Company, L.P.                                RYDER SCOTT COMPANY, L.P.     Houston, Texas February 24, 2006      EX-31.1 6 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 Limited Partnership P-7;  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 7 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 Limited Partnership P-7;  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 8 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-8;  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 9 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-8;  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 10 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 Limited Partnership P-7 ("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-7                                     ("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 11 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-8 ("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-8                                     ("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                                          -37-     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.             Name                Age       Position with Geodyne       ----------------        ---      -----------------------       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                                          -38-     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.         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 2nd Street,  Tulsa,  Oklahoma 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                                          -39-     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-7           $198,636       $198,636       $198,636                 P-8            122,280        122,280        122,280         None  of  the  officers  or  directors  of  the  General  Partner  receive compensation  directly from the  Partnerships.  The  Partnerships  reimburse the General  Partner  or its  affiliates  for that  portion  of such  officers'  and directors'   salaries  and  expenses   attributable  to  time  devoted  by  such individuals  to the  Partnerships'  activities  based on the  allocation  method described above. The following tables indicate the approximate amount of general and  administrative  expense  reimbursement  attributable to the salaries of the directors,  officers,  and employees of the General  Partner and its  affiliates during 2005, 2004, and 2003:                                           -40-                                                         Salary Reimbursements                                                       P-7 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     $107,814      -           -             -            -           -            -                         2004     $115,517      -           -             -            -           -            -                         2005     $118,538      -           -             -            -           -            -  - ---------- (1)   The  general and  administrative  expenses paid by the P-7 Partnership and       attributable to salary  reimbursements do not include any salary  or other       compensation attributable to Mr. Neill. (2)   No officer or director  of Geodyne or its  affiliates  provides  full-time       services  to the P-7  Partnership  and no  individual's  salary  or  other       compensation  reimbursement  from the P-7  Partnership  equals or  exceeds       $100,000 per annum.                                           -41-                                                          Salary Reimbursements                                                       P-8 Partnership                                                      ---------------                                             Three Years Ended December 31, 2005                                                                             Long Term Compensation                                                                     -----------------------------------                                     Annual Compensation                      Awards             Payouts                                  ------------------------------     -----------------------     -------                                                                                     Securi-                                                          Other                       ties                     All      Name                                                Annual     Restricted      Under-                   Other       and                                               Compen-       Stock         lying        LTIP       Compen-    Principal                      Salary     Bonus      sation       Award(s)      Options/     Payouts     sation    Position             Year       ($)        ($)         ($)          ($)          SARs(#)       ($)         ($) - ---------------         ----     -------    -------     -------     ----------     --------     -------     -------          Dennis R. Neill, President(1)(2)         2003        -          -           -            -              -           -           -                         2004        -          -           -            -              -           -           -                         2005        -          -           -            -              -           -           -  All Executive Officers, Directors, and Employees as a group(2)           2003     $66,370       -           -            -              -           -           -                         2004     $71,112       -           -            -              -           -           -                         2005     $72,972       -           -            -              -           -           -  - ---------- (1)   The general and  administrative  expenses paid by the P-8 Partnership  and       attributable to salary  reimbursements do not include any salary or  other       compensation attributable to Mr. Neill. (2)   No officer or director  of Geodyne or its  affiliates  provides  full-time       services  to the P-8  Partnership  and no  individual's  salary  or  other       compensation  reimbursement  from the P-8  Partnership  equals or  exceeds       $100,000 per annum.                                            -42-           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.                                          -43-                                                            Number of Units                                                          Beneficially                                                         Owned (Percent              Beneficial Owner                           of Outstanding) - ------------------------------------------             ----------------  P-7 Partnership: - ---------------     Samson Resources Company                             42,948 (22.8%)     ATL, Inc.       1200 Harbor Boulevard, 5th Floor       Weehawken, NJ 07087                               54,896 (29.1%)     All affiliates, directors, and officers of       the General Partner as a group and the       General Partner (4 persons)                       42,948 (22.8%)   P-8 Partnership: - ---------------     Samson Resources Company                             35,700 (30.7%)     All affiliates, directors, and officers of       the General Partner as a group and the       General Partner (4 persons)                       35,700 (30.7%)
The General  Partner and certain of its  affiliates  engage in oil and gas activities  independently  of the  Partnerships  which  result in  conflicts  of interest  that  cannot be totally  eliminated.  The  allocation  of  acquisition opportunities  and the  nature  of the  compensation  arrangements  between  the Partnerships  and  the  General  Partner  also  create  potential  conflicts  of interest.  An affiliate of the Partnerships owns some of the Partnerships' Units and  therefore  has an identity of interest  with other  Limited  Partners  with respect to the operations of the Partnerships.        In order to attempt to assure limited  liability for the Limited  Partners as well as an orderly  conduct of business,  management of the  Partnerships  is exercised  solely by the General Partner.  The Partnership  Agreements grant the General Partner broad discretionary  authority with respect to the Partnerships' expenditure and control of funds,  including  borrowings.  These  provisions are similar to those contained in prospectuses and partnership  agreements for other public oil and gas  partnerships.  Broad discretion as to general  management of the Partnerships involves  circumstances where the General Partner has conflicts of interest and where it must  allocate  costs and expenses,  or  opportunities, among the Partnerships and other competing interests.                                          -44-           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 Interest payable to the  Partnerships.  These costs are thus indirectly borne by the Partnership.        Affiliates of the Partnerships are solely responsible for the negotiation, administration,  and  enforcement of oil and gas sales  agreements  covering the leasehold  interests  in which the  Partnerships  hold net  profits  or  royalty interests.  Because  affiliates of the  Partnerships who provide services to the owners of the Working  Interests have fiduciary or other duties to other members of Samson,  contract amendments and negotiating positions taken by them in their effort to enforce  contracts with purchasers may not  necessarily  represent the positions that the owners of such Working  Interests  would take if they were to administer their own contracts without involvement with other members of Samson. On the  other  hand,  management  believes  that the  negotiating  strength  and contractual positions of the owners of such Working Interests have been enhanced by virtue of their affiliation with Samson.
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.                                          -45-           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 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 Limited Partnership P-7             and  the  Geodyne   Institutional/Pension   Energy  Income   Limited             Partnership  P-8 as of December  31, 2005 and 2004 and for the three             years ended December 31, 2005 are filed as part of this report:              Report of Independent Registered Public Accounting Firm             Balance Sheets             Statements of Operations                                          -46-                 Statements of Changes in Partners'               Capital (Deficit)             Statements of Cash Flows             Notes to Financial Statements        (2)   Financial Statement Schedules:              None.        (3)   Exhibits:  Exh. No.      Exhibit - ----     -------   4.1     Certificate  of Limited  Partnership  dated  February 28, 1992, for the          Geodyne  Institutional/Pension  Energy Income Limited  Partnership P-7,          filed with the Securities and Exchange Commission on February 26, 2002,          as  Exhibit  4.1 to Annual  Report on Form  10K-405  for  period  ended          December 31, 2001 and is hereby incorporated by reference.   4.2     Agreement of Limited  Partnership  dated  February  28,  1992,  for the          Geodyne  Institutional/Pension  Energy Income Limited  Partnership P-7,          filed with the Securities and Exchange Commission on February 26, 2002,          as  Exhibit  4.2 to Annual  Report on Form  10K-405  for  period  ended          December 31, 2001 and is hereby incorporated by reference.   4.3     First  Amendment  to  Certificate  of  Limited  Partnership  and  First          Amendment to Agreement of Limited  Partnership dated February 25, 1993,          for the Geodyne Institutional/Pension Energy Income Limited Partnership          P-7, filed with the Securities and Exchange  Commission on February 26,          2002,  as Exhibit 4.3 to Annual Report on Form 10K-405 for period ended          December 31, 2001 and is hereby incorporated by reference.   4.4     Second Amendment to Certificate of Limited  Partnership dated August 4,          1993,  for the  Geodyne  Institutional/Pension  Energy  Income  Limited          Partnership  P-7, filed with the Securities and Exchange  Commission on          February 26, 2002,  as Exhibit 4.4 to Annual Report on Form 10K-405 for          period ended December 31, 2001 and is hereby incorporated by reference.   4.5     Second  Amendment to Agreement of Limited  Partnership  dated August 4,          1993,  for the  Geodyne  Institutional/Pension  Energy  Income  Limited          Partnership  P-7, filed with the Securities and Exchange  Commission on          February 26, 2002,  as Exhibit 4.5 to Annual Report on Form 10K-405 for          period ended December 31, 2001 and is hereby incorporated by reference.   4.6     Third  Amendment to Agreement of Limited  Partnership  dated August 31,          1995,  for the  Geodyne  Institutional/Pension  Energy  Income  Limited          Partnership P-7, filed with the                                          -47-              Securities and Exchange Commission on February 26, 2002, as Exhibit 4.6          to Annual Report on Form 10K-405 for period ended December 31, 2001 and          is hereby incorporated by reference.   4.7     Fourth  Amendment  to Agreement  of Limited  Partnership  dated July 1,          1996,  for the  Geodyne  Institutional/Pension  Energy  Income  Limited          Partnership  P-7, filed with the Securities and Exchange  Commission on          February 26, 2002,  as Exhibit 4.7 to Annual Report on Form 10K-405 for          period ended December 31, 2001 and is hereby incorporated by reference.   4.8     Fifth Amendment to Agreement of Limited  Partnership dated November 14,          2001,  for the  Geodyne  Institutional/Pension  Energy  Income  Limited          Partnership  P-7, filed with the Securities and Exchange  Commission on          February 26, 2002,  as Exhibit 4.8 to Annual Report on Form 10K-405 for          period ended December 31, 2001 and is hereby incorporated by reference.   4.9     Sixth Amendment to Agreement of Limited  Partnership  dated January 22,          2004,  for the  Geodyne  Institutional/Pension  Energy  Income  Limited          Partnership  P-7, filed with the Securities and Exchange  Commission on          March 26, 2004, as Exhibit 4.9 to Annual Report on Form 10-K for period          ended December 31, 2003, and is hereby incorporated by reference.  *4.10    Seventh  Amendment to Agreement of Limited  Partnership for the Geodyne          Institutional/Pension  Energy  Income  Limited  Partnership  P-7  dated          October 27, 2005.   4.11    Certificate  of Limited  Partnership  dated  February 28, 1992, for the          Geodyne  Institutional/Pension  Energy Income Limited  Partnership P-8,          filed with the Securities and Exchange Commission on February 26, 2002,          as  Exhibit  4.9 to Annual  Report on Form  10K-405  for  period  ended          December 31, 2001 and is hereby incorporated by reference.   4.12    Agreement  of Limited  Partnership  dated  February 28 , 1992,  for the          Geodyne  Institutional/Pension  Energy Income Limited  Partnership P-8,          filed with the Securities and Exchange Commission on February 26, 2002,          as Exhibit  4.10 to Annual  Report on Form  10K-405  for  period  ended          December 31, 2001 and is hereby incorporated by reference.   4.13    First  Amendment  to  Certificate  of  Limited  Partnership  and  First          Amendment to Agreement of Limited  Partnership dated February 25, 1993,          for the Geodyne Institutional/Pension Energy Income Limited Partnership          P-8, filed with the Securities and Exchange  Commission on February 26,          2002, as Exhibit 4.11 to Annual Report on Form 10K-405 for period ended          December 31, 2001 and is hereby incorporated by reference.   4.14    Second Amendment to Certificate of Limited Partnership  dated August 4,          1993, for the Geodyne                                          -48-              Institutional/Pension Energy Income Limited Partnership P-8, filed with          the Securities and Exchange Commission on February 26, 2002, as Exhibit          4.12 to Annual  Report on Form  10K-405 for period  ended  December 31,          2001 and is hereby incorporated by reference.   4.15    Second  Amendment to Agreement of Limited  Partnership  dated August 4,          1993,  for the  Geodyne  Institutional/Pension  Energy  Income  Limited          Partnership  P-8, filed with the Securities and Exchange  Commission on          February 26, 2002, as Exhibit 4.13 to Annual Report on Form 10K-405 for          period ended December 31, 2001 and is hereby incorporated by reference.   4.16    Third  Amendment to Agreement of Limited  Partnership  dated August 31,          1995,  for the  Geodyne  Institutional/Pension  Energy  Income  Limited          Partnership  P-8, filed with the Securities and Exchange  Commission on          February 26, 2002, as Exhibit 4.14 to Annual Report on Form 10K-405 for          period ended December 31, 2001 and is hereby incorporated by reference.   4.17    Fourth  Amendment  to Agreement  of Limited  Partnership  dated July 1,          1996,  for the  Geodyne  Institutional/Pension  Energy  Income  Limited          Partnership  P-8, filed with the Securities and Exchange  Commission on          February 26, 2002, as Exhibit 4.15 to Annual Report on Form 10K-405 for          period ended December 31, 2001 and is hereby incorporated by reference.   4.18    Fifth Amendment to Agreement of Limited  Partnership dated November 14,          2001,  for the  Geodyne  Institutional/Pension  Energy  Income  Limited          Partnership  P-8, filed with the Securities and Exchange  Commission on          February 26, 2002, as Exhibit 4.16 to Annual Report on Form 10K-405 for          period ended December 31, 2001 and is hereby incorporated by reference.   4.19    Sixth Amendment to Agreement of Limited  Partnership  dated January 22,          2004,  for the  Geodyne  Institutional/Pension  Energy  Income  Limited          Partnership  P-8 filed with the Securities  and Exchange  Commission on          March 26,  2004,  as  Exhibit  4.17 to  Annual  Report on Form 10-K for          period  ended  December  31,  2003,  and  is  hereby   incorporated  by          reference.  *4.20    Seventh  Amendment to Agreement of Limited  Partnership for the Geodyne          Institutional/Pension  Energy  Income  Limited  Partnership  P-8  dated          October 27, 2005.  *23.1    Consent  of  Ryder  Scott Company, L.P. for  the Geodyne Institutional/          Pension Energy Income Limited Partnership P-7.  *23.2    Consent  of  Ryder  Scott Company, L.P. for the  Geodyne Institutional/          Pension Energy Income Limited Partnership P-8.                                          -49-     *31.1    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Institutional/Pension Energy Income Limited Partnership          P-7.  *31.2    Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)          for the Geodyne Institutional/Pension Energy Income Limited Partnership          P-7.  *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-8.  *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-8.  *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 Limited Partnership P-7.  *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-8.         All other Exhibits are omitted as inapplicable.         ----------         *Filed herewith.                                             -50-                                        SIGNATURES  Pursuant to the requirements of Sections 13 or 15(d) of the Securities  Exchange Act of 1934,  the  registrant  has duly  caused  this report to be signed on its behalf by the undersigned, thereunto duly organized.                                GEODYNE INSTITUTIONAL/PENSION ENERGY                               INCOME LIMITED PARTNERSHIP P-7                               GEODYNE INSTITUTIONAL/PENSION ENERGY                               INCOME LIMITED PARTNERSHIP P-8                                 By:   GEODYNE RESOURCES, INC.                                     General Partner                                     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                                          -51-