GEODYNE INSTITUTIONAL PENSION ENERGY INC LTD PARTNERSHIP P-8
10-Q, 1998-08-13
CRUDE PETROLEUM & NATURAL GAS
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                  FORM 10-Q


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


For the quarter ended June 30, 1998


Commission File Number: P-7:  0-20265           P-8:  0-20264




     GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-7
     GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-8
    ---------------------------------------------------------------------
         (Exact name of Registrant as specified in its Articles)




                                             P-7 73-1367186
                  Oklahoma                   P-8 73-1378683
      ----------------------------    -------------------------------
      (State or other jurisdiction    (I.R.S. Employer Identification
          of incorporation or                        Number)
           organization)



       Two West Second Street, Tulsa, Oklahoma              74103
     ------------------------------------------------------------
     (Address of principal executive offices)              (Zip Code)


Registrant's telephone number, including area code:(918) 583-1791

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                        Yes     X               No
                            ------                    ------




                                       1
<PAGE>




                        PART I. FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-7
                                BALANCE SHEETS
                                 (Unaudited)


                                    ASSETS


                                              June 30,         December 31,
                                                1998              1997
                                             -----------       ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  193,799        $  517,144
                                              ----------        ----------
        Total current assets                  $  193,799        $  517,144

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method               4,959,170         5,190,377
                                              ----------        ----------
                                              $5,152,969        $5,707,521
                                              ==========        ==========

                         PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES:
   Accounts payable - Net
      Profits                                 $   68,298        $    6,697
                                              ----------        ----------
        Total current liabilities             $   68,298        $    6,697

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  125,964)      ($  119,241)
   Limited Partners, issued and
      outstanding, 108,074 units               5,210,635         5,820,065
                                              ----------        ----------
        Total Partners' capital               $5,084,671        $5,700,824
                                              ----------        ----------
                                              $5,152,969        $5,707,521
                                              ==========        ==========





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



                                       2
<PAGE>



     GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-7
                           STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED JUNE 30, 1998 AND 1997
                                 (Unaudited)


                                                  1998              1997
                                                --------          --------

REVENUES:
   Net Profits                                  $247,408          $468,770
   Interest and other income                       2,535             5,249
   Gain on sale of Net Profits
      Interests                                   29,117           102,507
                                                --------          --------
                                                $279,060          $576,526

COSTS AND EXPENSES:
   Depletion of Net Profits
      Interests                                 $161,159          $208,993
   General and administrative
      (Note 2)                                    52,275            60,789
                                                --------          --------
                                                $213,434          $269,782
                                                --------          --------

NET INCOME                                      $ 65,626          $306,744
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $  9,601          $ 23,434
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $ 56,025          $283,310
                                                ========          ========
NET INCOME per unit                             $    .30          $   1.50
                                                ========          ========
UNITS OUTSTANDING                                188,702           188,702
                                                ========          ========






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


                                       3
<PAGE>



        GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-7
                           STATEMENTS OF OPERATIONS
               FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                                 (Unaudited)


                                                  1998             1997
                                                --------        ----------

REVENUES:
   Net Profits                                  $523,180        $1,129,889
   Interest and other income                       6,957            10,305
   Gain on sale of Net Profits
      Interests                                  138,382           102,507
                                                --------        ----------
                                                $668,519        $1,242,701

COSTS AND EXPENSES:
   Depletion of Net Profits
      Interests                                 $331,648        $  455,449
   Impairment provision                                -         1,474,823
   General and administrative
      (Note 2)                                   117,410           122,398
                                                --------        ----------
                                                $449,058        $2,052,670
                                                --------        ----------

NET INCOME (LOSS)                               $219,461       ($  809,969)
                                                ========        ==========
GENERAL PARTNER - NET INCOME                    $ 23,891        $   36,197
                                                ========        ==========
LIMITED PARTNERS - NET INCOME (LOSS)            $195,570       ($  846,166)
                                                ========        ==========
NET INCOME (LOSS) per unit                      $   1.04       ($     4.48)
                                                ========        ==========
UNITS OUTSTANDING                                188,702           188,702
                                                ========        ==========



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



                                       4
<PAGE>



        GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-7
                           STATEMENTS OF CASH FLOWS
               FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                                 (Unaudited)


                                                  1998             1997
                                                ---------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                            $219,461       ($  809,969)
   Adjustments to reconcile net income
      (loss) to net cash provided by
      operating activities:
      Depletion of Net Profits
        Interests                                331,648           455,449
      Impairment provision                             -         1,474,823
      Gain on sale of Net Profits
        Interests                              ( 138,382)      (   102,507)
      Decrease in accounts receivable                  -           232,945
      Increase in accounts payable                61,601                 -
                                                --------        ----------
Net cash provided by operating
   activities                                   $474,328        $1,250,741
                                                --------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($133,716)      ($  150,214)
   Proceeds from sale of Net Profits
      Interests                                  171,657           208,014
                                                --------        ----------
Net cash provided by investing
   activities                                   $ 37,941        $   57,800
                                                --------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($835,614)      ($1,236,621)
                                                --------        ----------
Net cash used by financing activities          ($835,614)      ($1,236,621)
                                                --------        ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                            ($323,345)       $   71,920

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           517,144           643,415
                                                --------        ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $193,799        $  715,335
                                                ========        ==========


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



                                       5
<PAGE>



        GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-8
                                BALANCE SHEETS
                                 (Unaudited)


                                    ASSETS


                                              June 30,         December 31,
                                                1998              1997
                                             -----------       ------------

CURRENT ASSETS:
   Cash and cash equivalents                  $  209,878        $  382,448
   Accounts receivable:
      Net Profits                                 19,197            57,019
                                              ----------        ----------
        Total current assets                  $  229,075        $  439,467

NET PROFITS INTERESTS, net, utilizing
   the successful efforts method               2,640,934         2,756,057
                                              ----------        ----------
                                              $2,870,009        $3,195,524
                                              ==========        ==========

                         PARTNERS' CAPITAL (DEFICIT)


PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   60,503)      ($   56,764)
   Limited Partners, issued and
      outstanding, 90,094 units                2,930,512         3,252,288
                                              ----------        ----------
        Total Partners' capital               $2,870,009        $3,195,524
                                              ----------        ----------
                                              $2,870,009        $3,195,524
                                              ==========        ==========



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



                                       6
<PAGE>



        GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-8
                           STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED JUNE 30, 1998 AND 1997
                                 (Unaudited)


                                                 1998               1997
                                              ----------         ---------

REVENUES:
   Net Profits                                  $178,480          $300,445
   Interest and other income                       2,332             4,317
   Gain on sale of Net Profits
      Interests                                   35,928            53,099
                                                --------          --------
                                                $216,740          $357,861

COSTS AND EXPENSES:
   Depletion of Net Profits
      Interests                                 $ 82,629          $142,057
   General and administrative
      (Note 2)                                    32,181            37,329
                                                --------          --------
                                                $114,810          $179,386
                                                --------          --------

NET INCOME                                      $101,930          $178,475
                                                ========          ========
GENERAL PARTNER - NET INCOME                    $  8,285          $ 14,390
                                                ========          ========
LIMITED PARTNERS - NET INCOME                   $ 93,645          $164,085
                                                ========          ========
NET INCOME per unit                             $    .81          $   1.41
                                                ========          ========
UNITS OUTSTANDING                                116,168           116,168
                                                ========          ========



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


                                       7
<PAGE>



        GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-8
                           STATEMENTS OF OPERATIONS
               FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                                 (Unaudited)


                                                 1998              1997
                                              ----------        ----------

REVENUES:
   Net Profits                                  $370,301        $  753,303
   Interest and other income                       5,895             8,258
   Gain on sale of Net Profits
      Interests                                   96,723            53,099
                                                --------        ----------
                                                $472,919        $  814,660

COSTS AND EXPENSES:
   Depletion of Net Profits
      Interests                                 $173,410        $  316,387
   Impairment provision                                -         1,052,542
   General and administrative
      (Note 2)                                    72,282            75,247
                                                --------        ----------
                                                $245,692        $1,444,176
                                                --------        ----------

NET INCOME (LOSS)                               $227,227       ($  629,516)
                                                ========        ==========
GENERAL PARTNER - NET INCOME                    $ 18,003        $   22,868
                                                ========        ==========
LIMITED PARTNERS - NET INCOME (LOSS)            $209,224       ($  652,384)
                                                ========        ==========
NET INCOME (LOSS) per unit                      $   1.80       ($     5.62)
                                                ========        ==========
UNITS OUTSTANDING                                116,168           116,168
                                                ========        ==========




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



                                       8
<PAGE>



       GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME LIMITED PARTNERSHIP P-8
                           STATEMENTS OF CASH FLOWS
               FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                                 (Unaudited)


                                                 1998              1997
                                                --------        ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                            $227,227       ($  629,516)
   Adjustments to reconcile net income
      (loss) to net cash provided by
      operating activities:
      Depletion of Net Profits
        Interests                                173,410           316,387
      Impairment provision                             -         1,052,542
      Gain on sale of Net Profits
        Interests                              (  96,723)      (    53,099)
      Decrease in accounts receivable             37,822            88,232
      Increase in accounts payable                     -            83,311
                                                --------        ----------
Net cash provided by operating
   activities                                   $341,736        $  857,857
                                                --------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                        ($ 75,691)      ($   90,312)
   Proceeds from sale of Net Profits
      Interests                                  114,127           118,106
                                                --------        ----------
Net cash provided by investing
   activities                                   $ 38,436        $   27,794
                                                --------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($552,742)      ($  868,653)
                                                --------        ----------
Net cash used by financing activities          ($552,742)      ($  868,653)
                                                --------        ----------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                            ($172,570)       $   16,998

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           382,448           488,063
                                                --------        ----------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $209,878        $  505,061
                                                ========        ==========


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



                                       9
<PAGE>



 GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME PROGRAM II LIMITED PARTNERSHIPS
                 CONDENSED NOTES TO THE FINANCIAL STATEMENTS
                                JUNE 30, 1998
                                  (Unaudited)


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

      The balance  sheets as of June 30, 1998,  statements of operations for the
      three and six months ended June 30, 1998 and 1997,  and statements of cash
      flows for the six months  ended June 30, 1998 and 1997 have been  prepared
      by Geodyne Resources, Inc., the General Partner (the "General Partner") of
      the  Geodyne   Institutional/Pension  Energy  Income  Program  II  Limited
      Partnerships   (individually,   the   "P-7   Partnership"   or  the   "P-8
      Partnership",  as the case may be, or, collectively,  the "Partnerships"),
      without  audit.  In the opinion of  management  the  financial  statements
      referred to above include all necessary adjustments,  consisting of normal
      recurring  adjustments,  to present fairly the financial  position at June
      30,  1998,  the results of  operations  for the three and six months ended
      June 30, 1998 and 1997,  and the cash flows for the six months  ended June
      30, 1998 and 1997.

      Information  and  footnote  disclosures  normally  included  in  financial
      statements  prepared in  accordance  with  generally  accepted  accounting
      principles  have been  condensed  or  omitted.  The  accompanying  interim
      financial  statements should be read in conjunction with the Partnerships'
      Annual Report on Form 10-K filed for the year ended December 31, 1997. The
      results  of  operations  for  the  period  ended  June  30,  1998  are not
      necessarily indicative of the results to be expected for the full year.

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

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




                                       10
<PAGE>




      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. Property acquisition costs
      include  costs  incurred by the  Partnerships  or the  General  Partner to
      acquire  a  net  profits  interest  or  other  non-operating  interest  in
      producing  properties,  including  related title  insurance or examination
      costs,  commissions,  engineering,  legal and accounting fees, and similar
      costs directly related to the acquisitions,  plus an allocated portion, of
      the General  Partner's  property  screening costs. The acquisition cost to
      the Partnerships of Net Profits Interests  acquired by the General Partner
      is  adjusted  to reflect  the net cash  results of  operations,  including
      interest  incurred to finance the acquisition,  for the period of time the
      properties are held by the General  Partner prior to their transfer to the
      Partnerships. Impairment of Net Profits Interests is recognized based upon
      an individual property assessment.

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

      The  Partnerships  do  not  directly  bear  capital  costs.  However,  the
      Partnerships  indirectly bear certain capital costs incurred by the owners
      of the  Working  Interests  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 only, such
      capital costs are reported as capital  expenditures  in the  Partnerships'
      Statements of Cash Flows.

      Statement of Financial  Accounting Standards ("SFAS") No. 121, "Accounting
      for the  Impairment  of Long Lived  Assets and Assets Held for  Disposal",
      requires successful efforts companies, like the Partnerships,  to evaluate
      the  recoverability  of the  carrying  costs of their  proved  oil and gas
      properties at the lowest level for which there are identifiable cash flows
      that are largely  independent of the cash flows of other groups of oil and
      gas properties.  With respect to the Partnerships' oil and gas properties,
      this evaluation was performed for each field.  SFAS No. 121, provides that
      if the  unamortized  costs of oil and gas properties for each field exceed
      the expected undiscounted future cash flows from such properties, the cost
      of the  properties  is written down to fair value,  which is determined by
      using the discounted future cash flows from



                                       11
<PAGE>



      the  properties.  The  Partnerships  recorded a non-cash  charge against
      earnings  (impairment  provision)  during the six months  ended June 30,
      1997 pursuant to SFAS No. 121 as follows:

                  Partnership               Amount
                  -----------             -----------
                    P-7                    $1,474,823
                    P-8                     1,052,542

      No such charge was  recorded in the six months  ended June 30,  1998.  The
      risk that the  Partnerships  will be required  to record  such  impairment
      provisions in the future increases when oil and gas prices are depressed.


2.     TRANSACTIONS WITH RELATED PARTIES
      ---------------------------------

            The Partnerships'  partnership  agreements provide for reimbursement
      to the General Partner for all direct general and administrative  expenses
      and  for  the  general  and  administrative  overhead  applicable  to  the
      Partnerships  based on an allocation of actual costs incurred.  During the
      three months ended June 30, 1998 the  following  payments were made to the
      General Partner or its affiliates by the Partnerships:

                                Direct General           Administrative
            Partnership        and Administrative           Overhead
            -----------        -------------------       ---------------
               P-7                   $2,616                  $49,659
               P-8                    1,611                   30,570

      During the six months ended June 30, 1998 the following payments were made
      to the General Partner or its affiliates by the Partnerships:

                                Direct General           Administrative
            Partnership        and Administrative           Overhead
            -----------        -------------------       ---------------
               P-7                  $18,092                  $99,318
               P-8                   11,142                   61,140

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






                                       12
<PAGE>



ITEM 2.     MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
            RESULTS OF OPERATIONS


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

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

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


GENERAL
- -------

      The  Partnerships  were  formed for the purpose of  acquiring  Net Profits
      Interests  located in the  continental  United  States.  In general,  each
      Partnership  acquired passive  interests in producing  properties and does
      not directly engage in development drilling or enhanced recovery projects.
      Therefore,  the economic life of each Partnership is limited to the period
      of time required to fully produce its acquired oil and gas reserves. A Net
      Profits Interest entitles the Partnerships to a portion of the oil and gas
      sales  less  operating  and  production  expenses  and  development  costs
      generated  by the  owner  of the  underlying  Working  Interests.  The net
      proceeds from the oil and gas operations



                                       13
<PAGE>



      are distributed to the Limited  Partners and General Partner in accordance
      with the terms of the Partnerships' Partnership Agreements.

LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

      The Partnerships began operations and investors were assigned their rights
      as Limited Partners,  having made capital contributions in the amounts and
      on the dates set forth below:

                                                            Limited
                                     Date of             Partner Capital
               Partnership         Activation             Contributions
               -----------      ------------------       ---------------

                  P-7           February 28, 1992          $18,870,200
                  P-8           February 28, 1998           11,616,800

      In general,  the amount of funds  available for  acquisition  of producing
      properties was equal to the capital contributions of the Limited Partners,
      less 15% for sales  commissions and  organization and management fees. All
      of the Partnerships have fully invested their capital contributions.

      Net proceeds from the  Partnerships'  Net Profits Interests less necessary
      operating  capital are distributed to the Limited  Partners on a quarterly
      basis.  Revenues and net proceeds of a Partnership  are largely  dependent
      upon the volumes of oil and gas sold and the prices  received for such oil
      and gas. While the General  Partner cannot predict future pricing  trends,
      it believes the working capital  available as of June 30, 1998 and the net
      revenue generated from future operations will provide  sufficient  working
      capital to meet current and future obligations.

      The  Partnerships'  Statements of Cash Flows for the six months ended June
      30, 1998 include  proceeds from the sale of Net Profits  Interests  during
      the six months ended June 30, 1998.  These  proceeds  received  during the
      first  quarter were  included in  Partnerships'  cash  distributions  paid
      during May 1998, and the proceeds  received during the second quarter will
      be included in the Partnerships'  cash  distributions to be paid in August
      1998. It is possible that the  Partnerships'  repurchase values and future
      cash  distributions  could decline as a result of the disposition of these
      properties.  On the other hand, the General Partner believes there will be
      beneficial operating  efficiencies related to the Partnerships'  remaining
      properties.  This is primarily  due to the fact that the  properties  sold
      generally  bore a higher  ratio  of  operating  expenses  as  compared  to
      reserves than the Partnerships' remaining properties.

      During the six months ended June 30, 1998 capital expenditures  indirectly
      incurred by the P-7 and P-8  Partnerships  totaled  $133,716  and $75,691,
      respectively.   These   expenditures   resulted  primarily  from  indirect
      participation in an infill drilling operation, which is still in progress,
      which includes the drilling of 24 wells in the large unitized  property of
      the Goldsmith Adobe Unit located in Ector County, Texas and the successful
      recompletion  attempt  of two wells in the Pecos  Valley  Unit  located in
      Pecos  County,  Texas.  The P-7  Partnership  has a 2.4%  interest  in the
      Goldsmith  Adobe Unit and a 10.9%  interest in the Pecos Valley Unit.  The
      P-8 Partnership has a 1.2% interest in the Goldsmith Adobe Unit and a 6.2%
      interest in the Pecos  Valley  Unit.  These wells and  recompletions  were
      attempted in order to improve the recovery of reserves.


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

      GENERAL DISCUSSION

      The following  general  discussion  should be read in conjunction with the
      analysis  of results of  operations  provided  below.  The most  important
      variable  affecting the Partnerships'  revenues is the prices received for
      the sale of oil and  gas.  Predicting  future  prices  is very  difficult.
      Substantially  all of the Partnerships' gas reserves are being sold in the
      "spot market".  Prices on the spot market are subject to wide seasonal and
      regional pricing  fluctuations due to the highly competitive nature of the
      spot market. Such spot market sales are generally short-term in nature and
      are dependent upon the obtaining of  transportation  services  provided by
      pipelines. In addition, crude oil prices are at or near their lowest level
      in the past  decade  due  primarily  to the  global  surplus of crude oil.
      Management is unable to predict whether future oil and gas prices will (i)
      stabilize, (ii) increase, or (iii) decrease.




                                       14
<PAGE>



      P-7 PARTNERSHIP

      THREE  MONTHS  ENDED JUNE 30, 1998 AS COMPARED TO THE THREE  MONTHS  ENDED
      JUNE 30, 1997.

                                                 Three Months Ended June 30,
                                                 ---------------------------
                                                    1998             1997
                                                  --------         --------
      Net Profits                                 $247,408         $468,770
      Barrels produced                              24,740           28,868
      Mcf produced                                 120,909          126,067
      Average price/Bbl                           $  12.73         $  20.10
      Average price/Mcf                           $   1.83         $   1.82

      As shown in the table above,  Net Profits  decreased  $221,362 (47.2%) for
      the three months ended June 30, 1998 as compared to the three months ended
      June 30, 1997. Of this  decrease,  approximately  $83,000 was related to a
      decrease in volumes of oil sold and approximately  $182,000 was related to
      a  decrease  in the  average  price  of oil  sold.  These  decreases  were
      partially  offset by an  increase  of  approximately  $51,000  related  to
      decreases  in  production  expenses  incurred by the owners of the Working
      Interests.  Volumes of oil and gas sold decreased  4,128 barrels and 5,158
      Mcf, respectively, for the three months ended June 30, 1998 as compared to
      the three months ended June 30, 1997.  The decrease in volumes of oil sold
      resulted  primarily from a negative prior period volume adjustment made by
      a purchaser on one significant well during the three months ended June 30,
      1998.  The decrease in production  expenses  resulted  primarily  from (i)
      workover expenses incurred on one significant well during the three months
      ended June 30, 1997 and (ii) a decrease  in  production  taxes  associated
      with the  decrease  in Net  Profits  discussed  above.  Average oil prices
      decreased  to $12.73 per barrel for the three  months  ended June 30, 1998
      from $20.10 per barrel for the three  months  ended June 30,  1997,  while
      average gas prices remained  relatively  constant at $1.83 per Mcf for the
      three  months  ended June 30, 1998 and $1.82 per Mcf for the three  months
      ended June 30, 1997.

      As discussed in Liquidity and Capital Resources above, the P-7 Partnership
      sold certain Net Profits  Interests during the three months ended June 30,
      1998 and recognized a $29,117 gain on such sales. Similar sales during the
      three  months  ended  June  30,  1997  resulted  in  the  P-7  Partnership
      recognizing similar gains totaling $102,507.




                                       15
<PAGE>




      Depletion of Net Profits Interests decreased $47,834 (22.9%) for the three
      months  ended June 30, 1998 as compared to the three months ended June 30,
      1997. This decrease  resulted  primarily from (i) the decreases in volumes
      of oil and gas sold  during  the  three  months  ended  June  30,  1998 as
      compared to the three months ended June 30, 1997 and (ii) upward revisions
      in the  estimates  of remaining  gas  reserves at December 31, 1997.  As a
      percentage of Net Profits,  this expense  increased to 65.1% for the three
      months  ended June 30, 1998 from 44.6% for the three months ended June 30,
      1997.  This  percentage  increase was primarily due to the decrease in the
      average  price of oil sold during the three  months ended June 30, 1998 as
      compared to the three months ended June 30, 1997.

      General and administrative expenses decreased $8,514 (14.0%) for the three
      months  ended June 30, 1998 as compared to the three months ended June 30,
      1997.  This decrease  resulted  primarily from a decrease in  professional
      fees during the three  months ended June 30, 1998 as compared to the three
      months ended June 30, 1997. As a percentage  of Net Profits,  this expense
      increased to 21.1% for the three months ended June 30, 1998 from 13.0% for
      the three  months  ended  June 30,  1997.  This  percentage  increase  was
      primarily due to the decrease in Net Profits discussed above.

      SIX MONTHS  ENDED JUNE 30, 1998 AS  COMPARED TO THE SIX MONTHS  ENDED JUNE
      30, 1997.

                                                  Six Months Ended June 30,
                                                  -------------------------
                                                    1998            1997
                                                  --------       ----------
      Net Profits                                 $523,180       $1,129,889
      Barrels produced                              49,003           63,515
      Mcf produced                                 260,270          271,104
      Average price/Bbl                           $  13.57       $    20.67
      Average price/Mcf                           $   1.95       $     2.24

      As shown in the table above,  Net Profits  decreased  $606,709 (53.7%) for
      the six months  ended June 30, 1998 as  compared  to the six months  ended
      June 30,  1997.  Of this  decrease,  approximately  $300,000  and $24,000,
      respectively, were related to decreases in volumes of oil and gas sold and
      approximately  $348,000  and  $74,000,   respectively,   were  related  to
      decreases in the average  prices of oil and gas sold.  These  decreases in
      Net Profits were partially offset by an increase of approximately $139,000
      related to decreases in production  expenses incurred by the owners of the
      Working  Interests.  Volumes of oil and gas sold decreased  14,512 barrels
      and 10,834 Mcf,  respectively,  for the six months  ended June 30, 1998 as
      compared to the six months ended June 30, 1997. The decrease in volumes of
      oil sold resulted



                                       16
<PAGE>



      primarily  from (i) a negative  prior period volume  adjustment  made by a
      purchaser  on one  significant  well during the six months  ended June 30,
      1998  and  (ii) a  positive  prior  period  volume  adjustment  made  by a
      purchaser on another significant well during the six months ended June 30,
      1997.  The decrease in production  expenses  resulted  primarily  from (i)
      workover  expenses incurred on two significant wells during the six months
      ended June 30, 1997 and (ii) a decrease  in  production  taxes  associated
      with the  decrease in Net  Profits  discussed  above.  Average oil and gas
      prices decreased to $13.57 per barrel and $1.95 per Mcf, respectively, for
      the six months  ended June 30,  1998 from  $20.67 per barrel and $2.24 per
      Mcf, respectively, for the six months ended June 30, 1997.

      As discussed in Liquidity and Capital Resources above, the P-7 Partnership
      sold  certain Net Profits  Interests  during the six months ended June 30,
      1998 and  recognized a $138,382  gain on such sales.  Similar sales during
      the six  months  ended  June  30,  1997  resulted  in the P-7  Partnership
      recognizing similar gains totaling $102,507.

      Depletion of Net Profits Interests  decreased $123,801 (27.2%) for the six
      months  ended June 30, 1998 as  compared to the six months  ended June 30,
      1997.  This decrease  resulted  primarily from (i) decreases in volumes of
      oil and gas sold during the six months  ended June 30, 1998 as compared to
      the six  months  ended  June 30,  1997 and (ii)  upward  revisions  in the
      estimates of remaining  gas reserves at December 31, 1997. As a percentage
      of Net Profits,  this expense  increased to 63.4% for the six months ended
      June 30,  1998 from 40.3% for the six months  ended  June 30,  1997.  This
      percentage  increase  was  primarily  due to the  decreases in the average
      prices  of oil and gas  sold for the six  months  ended  June 30,  1998 as
      compared to the six months ended June 30, 1997.

      The P-7  Partnership  recognized  a non-cash  charge  against  earnings of
      $1,474,823  during the six months  ended June 30,  1997.  Of this  amount,
      $686,260  was  related  to the  decline  in oil  and  gas  prices  used to
      determine  future  cash  flows  from  the P-7  Partnership's  Net  Profits
      Interests  in proved oil and gas  reserves at March 31, 1997 and  $788,563
      was  related to the  writing-off  of Net  Profits  Interests  in  unproved
      properties. The General Partner determined that it was unlikely that these
      unproved  properties  would be developed due to the low oil and gas prices
      received over the prior several years and Partnership Agreement provisions
      which limit the P-7 Partnership's  level of permissible  indirect drilling
      activity  through  its  Affiliated  Programs.   No  similar  charges  were
      necessary during the six months ended June 30, 1998.




                                       17
<PAGE>




      General and  administrative  expenses  decreased $4,988 (4.1%) for the six
      months  ended June 30, 1998 as  compared to the six months  ended June 30,
      1997. As a percentage of Net Profits,  this expense increased to 22.4% for
      the six  months  ended June 30,  1998 from 10.8% for the six months  ended
      June 30, 1997. This percentage  increase was primarily due to the decrease
      in Net Profits discussed above.

      Cumulative cash  distributions  to the Limited  Partners  through June 30,
      1998  were  $10,467,916  or  55.47%  of  the  Limited   Partners'  capital
      contributions.

      P-8 PARTNERSHIP

      THREE  MONTHS  ENDED JUNE 30, 1998 AS COMPARED TO THE THREE  MONTHS  ENDED
      JUNE 30, 1997.

                                                 Three Months Ended June 30,
                                                 ---------------------------
                                                    1998             1997
                                                  --------         --------
      Net Profits                                 $178,480         $300,445
      Barrels produced                              14,625           17,004
      Mcf produced                                  86,819           88,232
      Average price/Bbl                           $  12.62         $  20.11
      Average price/Mcf                           $   1.88         $   1.89

      As shown in the table above,  Net Profits  decreased  $121,965 (40.6%) for
      the three months ended June 30, 1998 as compared to the three months ended
      June 30,  1997.  Of this  decrease,  approximately  $48,000 and  $110,000,
      respectively,  were related to decreases in the volumes and average  price
      of oil sold.  These  decreases  were  partially  offset by an  increase of
      approximately $38,000 related to decreases in production expenses incurred
      by the  owners  of the  Working  Interests.  Volumes  of oil and gas  sold
      decreased 2,379 barrels and 1,413 Mcf, respectively,  for the three months
      ended June 30, 1998 as compared to the three  months  ended June 30, 1997.
      The  decrease in volumes of oil sold  resulted  primarily  from a negative
      prior period volume  adjustment  made by the purchaser on one  significant
      well  during  the three  months  ended  June 30,  1998.  The  decrease  in
      production expenses resulted primarily from (i) workover expenses incurred
      on one  significant  well during the three  months ended June 30, 1997 and
      (ii) a decrease in production  taxes  associated  with the decrease in Net
      Profits discussed above. Average oil prices decreased to $12.62 per barrel
      for the three  months  ended June 30,  1998 from $20.11 per barrel for the
      three  months  ended June 30,  1997,  while  average  gas prices  remained
      relatively  constant at $1.88 per Mcf for the three  months ended June 30,
      1998 and $1.89 for the three months ended June 30, 1997.



                                       18
<PAGE>




      As discussed in Liquidity and Capital Resources above, the P-8 Partnership
      sold certain Net Profits  Interests during the three months ended June 30,
      1998 and recognized a $35,928 gain on such sales. Similar sales during the
      three  months  ended  June  30,  1997  resulted  in  the  P-8  Partnership
      recognizing similar gains totaling $53,099.

      Depletion of Net Profits Interests decreased $59,428 (41.8%) for the three
      months  ended June 30, 1998 as compared to the three months ended June 30,
      1997.  This decrease  resulted  primarily from (i) decreases in volumes of
      oil and gas sold during the three  months  ended June 30, 1998 as compared
      to the three months  ended June 30, 1997 and (ii) upward  revisions in the
      estimates of remaining  gas reserves at December 31, 1997. As a percentage
      of Net Profits, this expense decreased to 46.3% for the three months ended
      June 30, 1998 from 47.3% for the three months  ended June 30,  1997.  This
      percentage  decrease  was  primarily  due to the upward  revisions  in the
      estimates of remaining gas reserves discussed above.

      General and administrative expenses decreased $5,148 (13.8%) for the three
      months  ended June 30, 1998 as compared to the three months ended June 30,
      1997.  This decrease  resulted  primarily from a decrease in  professional
      fees for the three  months  ended June 30,  1998 as  compared to the three
      months ended June 30, 1997. As a percentage of Net Profits, these expenses
      increased to 18.0% for the three months ended June 30, 1998 from 12.4% for
      the three  months  ended  June 30,  1997.  This  percentage  increase  was
      primarily due to the decrease in Net Profits discussed above.

      SIX MONTHS  ENDED JUNE 30, 1998 AS  COMPARED TO THE SIX MONTHS  ENDED JUNE
      30, 1997.

                                                  Six Months Ended June 30,
                                                  -------------------------
                                                    1998             1997
                                                  --------         --------
      Net Profits                                 $370,301         $753,303
      Barrels produced                              29,326           37,169
      Mcf produced                                 190,405          200,719
      Average price/Bbl                           $  13.48         $  20.67
      Average price/Mcf                           $   1.95         $   2.33

      As shown in the table above,  Net Profits  decreased  $383,002 (50.8%) for
      the six months  ended June 30, 1998 as  compared  to the six months  ended
      June 30,  1997.  Of this  decrease  approximately  $162,000  and  $24,000,
      respectively, were related to decreases in the volumes of oil and gas sold
      and  approximately  $211,000  and $72,000,  respectively,  were related to
      decreases in the average prices of oil and gas sold.  These decreases were
      partially offset by an increase



                                       19
<PAGE>



      of  approximately  $86,000  related to  decreases in  production  expenses
      incurred  by the owners of the Working  Interests.  Volumes of oil and gas
      sold  decreased  7,843 barrels and 10,314 Mcf,  respectively,  for the six
      months  ended June 30, 1998 as  compared to the six months  ended June 30,
      1997.  The decrease in volumes of oil sold resulted  primarily  from (i) a
      negative  prior  period  volume  adjustment  made  by a  purchaser  on one
      significant  well  during  the six months  ended June 30,  1998 and (ii) a
      positive  prior period  volume  adjustment  made by a purchaser on another
      significant  well during the six months ended June 30, 1997.  The decrease
      in  production  expenses  resulted  primarily  from (i) workover  expenses
      incurred on several  wells  during the six months  ended June 30, 1997 and
      (ii) a decrease in production  taxes  associated  with the decrease in Net
      Profits  discussed  above.  Average oil and gas prices decreased to $13.48
      per barrel and $1.95 per Mcf, respectively,  for the six months ended June
      30, 1998 from $20.67 per barrel and $2.33 per Mcf,  respectively,  for the
      six months ended June 30, 1997.

      As discussed in Liquidity and Capital Resources above, the P-8 Partnership
      sold  certain Net Profits  Interests  during the six months ended June 30,
      1998 and recognized a $96,723 gain on such sales. Similar sales during the
      six months ended June 30, 1997 resulted in the P-8 Partnership recognizing
      similar gains totaling $53,099.

      Depletion of Net Profits Interests  decreased $142,977 (45.2%) for the six
      months  ended June 30, 1998 as  compared to the six months  ended June 30,
      1997.  This decrease  resulted  primarily from (i) decreases in volumes of
      oil and gas sold during the six months  ended June 30, 1998 as compared to
      the six  months  ended  June 30,  1997 and (ii)  upward  revisions  in the
      estimates of remaining  gas reserves at December 31, 1997. As a percentage
      of Net Profits,  this expense  increased to 46.8% for the six months ended
      June 30,  1998 from 42.0% for the six months  ended  June 30,  1997.  This
      percentage  increase  was  primarily  due to the  decreases in the average
      prices of oil and gas sold  during the six months  ended June 30,  1998 as
      compared to the six months ended June 30, 1997.





                                       20
<PAGE>




      The P-8  Partnership  recognized  a non-cash  charge  against  earnings of
      $1,052,542  during the six months  ended June 30,  1997.  Of this  amount,
      $650,465  was  related  to the  decline  in oil  and  gas  prices  used to
      determine  future  cash  flows  from  the P-8  Partnership's  Net  Profits
      Interests  in proved oil and gas  reserves at March 31, 1997 and  $402,077
      was  related to the  writing-off  of Net  Profits  Interests  in  unproved
      properties. The General Partner determined that it was unlikely that these
      unproved  properties  would be developed due to the low oil and gas prices
      received over the prior several years and Partnership Agreement provisions
      which limit the P-8 Partnership's  level of permissible  indirect drilling
      activity  through  its  Affiliated  Programs.   No  similar  charges  were
      necessary during the six months ended June 30, 1998.

      General and  administrative  expenses  decreased $2,965 (3.9%) for the six
      months  ended June 30, 1998 as  compared to the six months  ended June 30,
      1997. As a percentage of Net Profits,  these  expenses  increased to 19.5%
      for the six months ended June 30, 1998 from 10.0% for the six months ended
      June 30, 1997. This percentage  increase was primarily due to the decrease
      in Net Profits discussed above.

      Cumulative cash  distributions  to the Limited  Partners  through June 30,
      1998  were  $6,479,583  or  55.78%  of  the  Limited   Partners'   capital
      contributions.





                                       21
<PAGE>



                          PART II. OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

      (a)    Exhibits

             27.1       Financial  Data Schedule  containing  summary  financial
                        information   extracted   from  the  P-7   Partnership's
                        financial statements as of June 30, 1998 and for the six
                        months ended June 30, 1998, filed herewith.

             27.2       Financial  Data Schedule  containing  summary  financial
                        information   extracted   from  the  P-8   Partnership's
                        financial statements as of June 30, 1998 and for the six
                        months ended June 30, 1998, filed herewith.

                        All other exhibits are omitted as inapplicable.

      (b) Reports on Form 8-K.

            None.



                                       22
<PAGE>



                                  SIGNATURES

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


                                  GEODYNE INSTITUTIONAL/PENSION ENERGY
                                    INCOME LIMITED PARTNERSHIP P-7
                                  GEODYNE INSTITUTIONAL/PENSION ENERGY
                                    INCOME LIMITED PARTNERSHIP P-8

                                    (Registrant)

                                    BY:   GEODYNE RESOURCES, INC.

                                          General Partner


Date:  August 13, 1998              By:       /s/Dennis R. Neill
                                       --------------------------------
                                             (Signature)
                                             Dennis R. Neill
                                             President


Date:  August 13, 1998              By:      /s/Patrick M. Hall
                                       --------------------------------
                                            (Signature)
                                            Patrick M. Hall
                                            Principal Accounting Officer



                                       23
<PAGE>



INDEX TO EXHIBITS


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

27.1        Financial Data Schedule  containing  summary  financial  information
            extracted  from  the  Geodyne  Institutional/Pension  Energy  Income
            Limited  Partnership P-7's financial  statements as of June 30, 1998
            and for the six months ended June 30, 1998, filed herewith.

27.2        Financial Data Schedule  containing  summary  financial  information
            extracted  from  the  Geodyne  Institutional/Pension  Energy  Income
            Limited  Partnership P-8's financial  statements as of June 30, 1998
            and for the six months ended June 30, 1998, filed herewith.

            All other exhibits are omitted as inapplicable.



                                       24


<TABLE> <S> <C>

<ARTICLE>                      5
<CIK>                          0000888240
<NAME>                         GEODYNE ENERGY INCOME LIMITED PARTNERSHIP P-7
                                
<S>                            <C>
<PERIOD-TYPE>                  6-MOS
<FISCAL-YEAR-END>              DEC-31-1998
<PERIOD-START>                 JAN-01-1998
<PERIOD-END>                   JUN-30-1998
<CASH>                              193,799
<SECURITIES>                              0
<RECEIVABLES>                             0
<ALLOWANCES>                              0
<INVENTORY>                               0
<CURRENT-ASSETS>                    193,799
<PP&E>                           14,523,097
<DEPRECIATION>                    9,563,927
<TOTAL-ASSETS>                    5,152,969
<CURRENT-LIABILITIES>                68,298
<BONDS>                                   0
                     0
                               0
<COMMON>                                  0
<OTHER-SE>                        5,084,671
<TOTAL-LIABILITY-AND-EQUITY>      5,152,969
<SALES>                             523,180
<TOTAL-REVENUES>                    668,519
<CGS>                                     0
<TOTAL-COSTS>                       449,058
<OTHER-EXPENSES>                          0
<LOSS-PROVISION>                          0
<INTEREST-EXPENSE>                        0
<INCOME-PRETAX>                     219,461
<INCOME-TAX>                              0
<INCOME-CONTINUING>                 219,461
<DISCONTINUED>                            0
<EXTRAORDINARY>                           0
<CHANGES>                                 0
<NET-INCOME>                        219,461
<EPS-PRIMARY>                          1.04
<EPS-DILUTED>                             0
        
 

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                      5
<CIK>                          0000888239
<NAME>                         GEODYNE ENERGY INCOME LIMITED PARTNERSHIP P-8
                                
<S>                            <C>
<PERIOD-TYPE>                  6-MOS
<FISCAL-YEAR-END>              DEC-31-1998
<PERIOD-START>                 JAN-01-1998
<PERIOD-END>                   JUN-30-1998
<CASH>                              209,878
<SECURITIES>                              0
<RECEIVABLES>                        19,197
<ALLOWANCES>                              0
<INVENTORY>                               0
<CURRENT-ASSETS>                    229,075
<PP&E>                            8,695,416
<DEPRECIATION>                    6,054,482
<TOTAL-ASSETS>                    2,870,009
<CURRENT-LIABILITIES>                     0
<BONDS>                                   0
                     0
                               0
<COMMON>                                  0
<OTHER-SE>                        2,870,009
<TOTAL-LIABILITY-AND-EQUITY>      2,870,009
<SALES>                             370,301
<TOTAL-REVENUES>                    472,919
<CGS>                                     0
<TOTAL-COSTS>                       245,692
<OTHER-EXPENSES>                          0
<LOSS-PROVISION>                          0
<INTEREST-EXPENSE>                        0
<INCOME-PRETAX>                     227,227
<INCOME-TAX>                              0
<INCOME-CONTINUING>                 227,227
<DISCONTINUED>                            0
<EXTRAORDINARY>                           0
<CHANGES>                                 0
<NET-INCOME>                        227,227
<EPS-PRIMARY>                          1.80
<EPS-DILUTED>                             0
        
 

</TABLE>


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