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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): June 30, 1996
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-1 LIMITED PARTNERSHIP
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME P-2 LIMITED PARTNERSHIP
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-3
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-4
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-5
GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-6
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(Exact name of Registrant as specified in its Articles)
P-1: 0-17800 P-1: 73-1330245
P-2: 0-17801 P-2: 73-1330625
P-1 and P-2: P-3: 0-18306 P-3: 73-1336573
Texas P-4: 0-18308 P-4: 73-1341929
P-3 through P-6: P-5: 0-18637 P-5: 73-1353774
Oklahoma P-6: 0-18937 P-6: 73-1357375
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(State or other (Commission (I.R.S. Employer
jurisdiction of File No.) Identification)
incorporation or
organization)
Two West Second Street, Tulsa, Oklahoma 74103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 583-1791
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ITEM 5: OTHER EVENTS
Effective as of June 30, 1996, Geodyne Properties, Inc.
("Properties"), the general partner of the Geodyne
Institutional/Pension Energy Income Limited Partnerships P-1, P-2, P-
3, P-4, P-5 and P-6 (collectively, the "Partnerships"), merged into
Geodyne Resources, Inc., a Delaware corporation ("Resources"). As a
result of the merger, Resources assumed all of the duties previously
held by Properties as the Partnerships' general partner and,
accordingly, Resources has been substituted as the Partnerships'
General Partner pursuant to the terms of the Partnerships' limited
partnership agreements.
Effective as of July 1, 1996, the following individuals resigned
their positions as officers and directors of the General Partner: C.
Philip Tholen, Director and President; Patrick M. Hall, Director; Jack
A. Canon, Senior Vice President-General Counsel and Assistant
Secretary; Judy F. Hughes, Treasurer; and Annabel M. Jones, Secretary.
These individuals still serve as officers and/or directors of
affiliates of the General Partner (the "Samson Companies").
Effective as of July 1, 1996, Dennis R. Neill was elected
President of the General Partner. Mr. Neill previously served as
Senior Vice President of the General Partner. He will continue in his
capacity as a Director of the General Partner. Pursuant to the By-
laws of the General Partner, no additional Directors will be elected
to the corporation's Board of Directors.
Effective as of July 1, 1996, Judy K. Fox was elected Secretary
of the General Partner. Ms. Fox, age 45, joined the Samson Companies
in October 1990. She currently serves as the General Partner's
Investor Relations Supervisor. Ms. Fox is also Secretary of Dyco
Petroleum Corporation, Samson Properties Incorporated, and four of the
General Partner's subsidiaries, Geodyne Nominee Corporation, Geodyne
Institutional Depositary Company, Geodyne Depositary Company, and
Snyder Exploration Company.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
GEODYNE INSTITUTIONAL/PENSION ENERGY
INCOME P-1 LIMITED PARTNERSHIP
GEODYNE INSTITUTIONAL/PENSION ENERGY
INCOME P-2 LIMITED PARTNERSHIP
GEODYNE INSTITUTIONAL/PENSION ENERGY
INCOME LIMITED PARTNERSHIP P-3
GEODYNE INSTITUTIONAL/PENSION ENERGY
INCOME LIMITED PARTNERSHIP P-4
GEODYNE INSTITUTIONAL/PENSION ENERGY
INCOME LIMITED PARTNERSHIP P-5
GEODYNE INSTITUTIONAL/PENSION ENERGY
INCOME LIMITED PARTNERSHIP P-6
By: GEODYNE RESOURCES, INC.
General Partner
DATE: July 8, 1996 //s// Dennis R. Neill
______________________________
Dennis R. Neill
President
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