EXHIBIT 20.2






January 2, 2008

RE:   NOTICE OF THE TERMINATION AND FINAL CASH DISTRIBUTIONS OF THE GEODYNE
      INSTITUTIONAL/PENSION ENERGY INCOME PROGRAM P-8

Dear Geodyne Institutional/Pension Energy Income Program P-8 Limited Partner: As
stated  in  our   Notice  to  you  dated   February   5,   2007,   the   Geodyne
Institutional/Pension  Energy Income Program P-8 (the "Partnership")  terminated
by its own  terms  on  December  31,  2007.  Thereafter,  the  Partnership  will
liquidate as described in the February 5th notice and recent quarterly mailings.

As part of the  liquidation,  the Partnership  will make a cash  distribution on
February 15, 2008,  which will include  proceeds from normal  operations and any
property sales  completed  during the October - December 2007 quarter.  In early
2008, any remaining  assets will be sold and liabilities will be satisfied and a
final  liquidating  payment will be made. This payment is expected to be made by
late April 2008.

The  Schedule  K-1 for the 2007 tax year will be  mailed  to you by early  March
2008.  The  Partnership's  final Schedule K-1 which will cover the 2008 tax year
will be sent to you by the end of 2008.  Attached is additional  information for
taxable accounts (such as non-IRA accounts).

If you have any questions about the termination and liquidation process,  please
contact Geodyne Investor Services at 888-436-3963 or geodyne@samson.com.

We have  appreciated the opportunity to be of service to you during your holding
of the Geodyne Partnership interest.


Sincerely,


Dennis Neill
President, Geodyne Resources, Inc.
General Partner

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                                Geodyne Programs
            Tax Consequences - Sale of Oil and Gas Properties and
                       Dissolution of the Geodyne Programs
               For the Years Ending December 31, 2007 and 2008

The sale of all remaining oil and gas properties of the Geodyne Programs and the
dissolution  of the Geodyne  Programs at the end of 2007 will have the following
tax consequences:

SALE OF PROPERTIES:

The oil and gas  properties  will be  sold in 2007  and  2008  and the  proceeds
received  from these  sales will be  distributed  to the limited  partners  (the
"Geodyne Partners") in the Geodyne Programs.  The cash distributions  themselves
will not generate taxable income or loss;  however gain from the sale of the oil
and gas properties will be recognized.

      GAIN  FROM THE SALE OF OIL AND GAS  PROPERTIES  - The  difference  between
SALES  PROCEEDS and TAX BASIS of  properties  will be  recognized as GAIN BY THE
GEODYNE  PROGRAMS  and  allocated  to the  partners  based upon their  ownership
percentage.  The gain will either be ordinary gain or Section 1231 gain afforded
capital gain treatment.  The maximum ordinary income tax rate for individuals is
35% and in general the maximum  income tax rate for  individuals  from long-term
capital gains is 15%.

      ORDINARY OR CAPITAL GAIN - The  character of the gain will be reflected on
the partner's k-1 as either "Ordinary Gain" or "Section 1231 Gain".

      GAIN will  typically be  reflected as ORDINARY  INCOME up to the amount of
previously recognized  depreciation and depletion expense. Any gain in excess of
previously  claimed  depreciation  and  depletion  expense  will be reflected as
Section  1231 gain and  taxed as a  long-term  capital  gain.  While the  actual
results will vary by each Geodyne  Program,  we  anticipate  that a  SUBSTANTIAL
PORTION  of the  gain  from  the  sale of the oil  and  gas  properties  will be
reflected as ORDINARY INCOME.

TAX IMPACT OF DISSOLUTION OF THE GEODYNE PROGRAMS:

PARTNER'S  REMAINING BASIS - Each of the Geodyne  Partners will have a remaining
basis in the Geodyne  Programs after receipt of the final cash  distribution and
final K-1 in either  2007 or 2008.  This  remaining  basis  will be treated as a
long-term  capital loss and can offset other long-term capital gains. The excess
of capital losses over capital gains may be offset  against the ordinary  income
of an individual taxpayer, subject to an annual deduction limitation of $3,000.

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It is not possible for Geodyne to calculate the  remaining  basis of the Geodyne
Partners  due to  each  partners  separate  elections  and  deductions  such  as
percentage depletion, intangible drilling costs, and adjustments pursuant to IRC
Sections 734(b) and 743(b),  that would impact this calculation.  Please consult
your tax advisor.

TAX REPORTING:

Income from 2007  operations and the gain on oil and gas properties  sold during
2007 will be  reflected on the 2007 K-1 which will be  distributed  by March 15,
2008.

If there are remaining oil and gas  properties and operations in 2008 the income
from 2008  operations and the gain on sale of oil and gas properties sold during
2008 will be reflected on the 2008 K-1,  which will be distributed by the end of
2008.



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