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): January 24, 1997
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
ITEM 5: OTHER EVENTS
Sale of Properties.
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The General Partner and its affiliates are currently in the
process of evaluating certain oil and gas properties owned and/or
operated by the General Partner and the 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, and Geodyne
Institutional/Pension Energy Income Limited Partnership P-6
(collectively, the "Partnerships"). As a result of such evaluation,
it is expected that certain of these properties will be placed in bid
packages and offered for sale during the first half of 1997. It is
likely that the Partnerships will have an interest in some of the
properties being sold. It is currently estimated that the value of
such sales, as a percentage of total proved reserves of any given
Partnership, will range from 1% to 20%.
The decision to accept any offer for the purchase of such
properties will be made by the General Partner after giving due
consideration to the offer price and the General Partner's estimate of
both the properties' remaining proved reserves and future operating
costs. Net proceeds from the sale of any such Partnership properties
will be distributed to the Partnership and will be included in the
calculation of the Partnership's cash distributions for the quarter
immediately following receipt by the Partnership of the proceeds.
Following completion of any sales the Partnerships' quantity of
proved reserves will be reduced. It is also possible that the
Partnerships' repurchase values and future cash distributions could
decline as a result of any reduced reserve base. On the other hand,
the General Partner believes that there will be beneficial operating
efficiencies related to the Partnerships' remaining properties. This
is primarily due to the fact that the properties to be sold are more
likely to bear a higher ratio of operating expenses as compared to
reserves than the properties remaining in the Partnerships. The net
effect of such property sales is difficult to predict as of the date
of this Current Report on Form 8-K.
Year End Values.
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The General Partner is required to provide year-end values of the
Partnerships' underlying properties to its limited partners pursuant
to the Partnerships' partnership agreements. Attached is a form of
the letter to be sent to the limited partners on or about January 27,
1997, and a chart showing, on a per-unit basis, the 1996 Year-End
Estimated Valuations for the Partnerships.
ITEM 7: EXHIBITS
20.1 Form of letter to be sent to the limited partners of the
Partnerships on or about January 27, 1997.
99.1 Chart showing on a per-unit basis the 1996 Year-End
Estimated Valuations for the Partnerships.
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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: January 24, 1997 //s// Dennis R. Neill
______________________________
Dennis R. Neill
President
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