EXHIBIT 20.3

                         GEODYNE ENERGY INCOME PROGRAMS
                       Samson Plaza, Two W. Second Street
                          Tulsa, OK 74103-3103, USA
                 TOLL FREE: 888/436-3963 DIRECT: 918/591-1791
                 E-MAIL: Geodyne@samson.com FAX: 918/591-1747
                             www.samson.com/geodyne



February 5, 2007

RE:  NOTICE OF TERMINATION OF THE GEODYNE INSTITUTIONAL/PENSION ENERGY INCOME
     PROGRAM P-4 AND SUSPENSION OF REPURCHASE OFFER AND THIRD PARTY TRANSFERS

Dear Geodyne Institutional/Pension Energy Income Program P-4 Limited Partner:

This letter  shall  serve as your notice that the Geodyne  Institutional/Pension
Energy Income Program P-4 Partnership (the  "Partnership") will terminate by its
own terms on  December  31,  2007.  The  Partnership  will  continue  to pay its
scheduled  quarterly  distributions  for  February  15,  May 15,  August  15 and
November 15, 2007 but will cease thereafter.  Other  distributions in connection
with  asset  sales may occur  during  2007.  There  will be a final  liquidating
distribution  when all assets are sold and liabilities  are satisfied,  which is
expected to occur sometime in 2008.

DISSOLUTION OF THE PARTNERSHIP - the current term of the Partnership is December
31,  2007.  Under  Section  9.1  (A)  (i)  of  the  Partnership  Agreement,  THE
PARTNERSHIP IS DISSOLVED UPON THE EXPIRATION OF THE TERM. As provided in Section
9.2 of the  Partnership  Agreement,  the  General  Partner  will  wind  down and
liquidate the Partnership's assets, satisfy its liabilities and make appropriate
distributions to the Limited Partners and the General Partner.

As part of the  liquidation  process,  the General Partner will continue to sell
the  Partnership's  properties  at  oil  and  gas  auctions  and  will  consider
negotiated  transactions  with third  parties.  It is  expected  that all of the
Partnership's assets will be sold no later than December 31, 2008 and final cash
distributions  will be made to the Limited  Partners at that time.  During 2007,
the Partnership will continue to make its regular  quarterly cash  distributions
and may consider special cash distributions based upon property sales activity.

EXPIRATION OF 2006  REPURCHASE  OFFER - By Memorandum  Dated June 19, 2006,  the
General Partner extended a repurchase offer to the Limited  Partners.  Since the
Partnership  will be in the  process of winding  down,  THE  GENERAL  PARTNER IS
HEREBY GIVING THE REQUIRED 30 DAY NOTICE THAT THE 2006 REPURCHASE  OFFER WILL BE
TERMINATED  AS OF MARCH 9,  2007.  Therefore,  any  Limited  Partner  wishing to
exercise the right to have their  Partnership  units  repurchased by the General
Partner  under the terms of the 2006 Offer must have a properly  completed  2006
Repurchase Form and Assignment of Units postmarked by March 9, 2007.

THE GENERAL PARTNER WILL NOT ISSUE A SUBSEQUENT REPURCHASE OFFER FOR 2007.

SUSPENSION  OF THIRD  PARTY  TRANSFERS  - in order to ensure  that  auction  and
liquidation  proceeds are allocated to the correct parties,  THE GENERAL PARTNER
WILL NO LONGER ACCEPT THIRD PARTY  TRANSFERS (I.E.  TRANSFERS  OUTSIDE OF FAMILY
MEMBERS)  POSTMARKED AFTER JUNE 30, 2007. We will continue to process  transfers
between family members, between related IRA or investment





Notice of Termination
Page 2


accounts held by the same partner,  or pursuant to wills, living trusts or other
similar documents through December 31, 2007.

LIQUIDATION  VALUE - It is not possible to  accurately  predict what buyers will
pay for the Partnership's remaining oil and gas properties. There will, however,
be costs incurred in selling the properties and liquidating the Partnership.  We
will not know the actual results of the  liquidation and the amount of any final
proceeds until completion of the sale of all remaining  properties.  Also, it is
not  possible to predict  whether the  liquidation  proceeds  and the  remaining
quarterly cash distributions  payable to the Limited Partners will be less than,
equal to, or greater  than the  expiring  Repurchase  Offer or any offers  third
parties may have extended to you.

If you have any questions about the  termination and liquidation  process or the
expiring   Repurchase  Offer,   please  contact  Geodyne  Investor  Services  at
888-436-3963  or  geodyne@samson.com.  We will  continue  to  update  you on the
progress of the dissolution and liquidation process.

Sincerely,

Dennis R. Neill
President, Geodyne Resources, Inc.
General Partner