CERTIFICATE OF AMENDMENT

                                       TO

                      AMENDED AND RESTATED CERTIFICATE AND

                       AGREEMENT OF LIMITED PARTNERSHIP OF

                            DORCHESTER HUGOTON, LTD.

                                 April 27, 2001


     This  Certificate  of  Amendment to Amended and  Restated  Certificate  and
Agreement of Limited  Partnership of Dorchester  Hugoton,  Ltd., a Texas limited
partnership (the "Partnership") is made and adopted on behalf of the Partnership
by P.A. Peak, Inc., a Delaware  corporation ("Peak") and James E. Raley, Inc., a
Delaware corporation  ("Raley"),  the General Partners (herein so called) of the
Partnership.

     A. The Partnership was originally formed by the filing of a Certificate and
Agreement  of Limited  Partnership  in the office of the  Secretary  of State of
Texas on June 17, 1982. The original  Certificate  and Agreement was amended and
restated by that  certain  Amended and  Restated  Certificate  and  Agreement of
Limited  Partnership of the Partnership  filed in the office of the Secretary of
State of Texas on August 20, 1982 and  subsequently  amended by  Certificates of
Amendment  filed in the  office of the  Secretary  of State of Texas on or about
July 30, 1985,  October 20, 1987,  November 10, 1988,  August 3, 1989, April 26,
1990,  August 30, 1990,  February 15, 1991,  December 29, 1994,  August 9, 1995,
July 2, 1997, December 15, 1997, and April 3, 1998 (as so amended, the "Restated
Certificate and Agreement").

     B.  Effective  September 1, 1992,  the  Partnership  became  subject to and
thereafter governed by the Texas Revised Limited Partnership Act (the "TRLPA").

     C.  The  General  Partners  hereby  amend  the  Restated   Certificate  and
Agreement, as permitted by and in accordance with the TRLPA and Section 11.03 of
the Restated Certificate and Agreement, as follows:

          1. Section 3.10 of the Restated  Certificate  and  Agreement is hereby
     amended in its entirety to read as follows:

          3.10 Advisory Committee.  The Partnership shall establish and maintain
     (as long as required to meet the continuing  listing  qualifications of any
     publicly traded  securities  market on which the  Partnership's  securities
     trade or for so long  thereafter as the General  Partners deem it necessary
     or advisable) an Advisory  Committee to the Partnership which shall consist
     of two or more  individuals,  none of whom is an officer or employee of the
     Partnership and none of whom has any relationship with the General Partners
     that would  interfere with the advisors  exercise of independent  judgment.
     Each Advisory  Committee member shall be appointed by the General Partners,
     on behalf of the  Partnership,  for two-year or  three-year,  if necessary,
     staggered  terms.   Advisory   Committee   members  shall  be  entitled  to
     indemnification  by the  Partnership  and  other  immunities  or  liability
     limitations  as and to the same extent  provided  to the  General  Partners
     under the  Partnership  Agreement  or  otherwise  and shall be  entitled to
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     receive reasonable compensation from the Partnership for their services and
     to be reimbursed by the  Partnership  for any expenses  incurred by them in
     performing  their  duties  on  behalf  of  the  Partnership.  The  Advisory
     Committee will function as the audit  committee of the Partnership and will
     review and approve any and all transactions  between the  Partnership,  and
     the General  Partners and their  Affiliates,  including but not limited to,
     any compensation and benefits paid to the General Partners. In carrying out
     its duties, the Advisory  Committee shall,  among other things,  review and
     approve the appointment of the Partnership's independent auditors annually.
     In addition,  the Advisory Committee will meet with  representatives of the
     independent  auditors  at  least  annually,  review  the  annual  financial
     statements and other financial  information  included in the  Partnership's
     public reports,  review changes in the significant  accounting  policies of
     the Partnership and undertake such other activities as the General Partners
     may from time to time request.

     IN WITNESS  WHEREOF,  this Certificate of Amendment to Amended and Restated
Certificate and Agreement of Limited Partnership of Dorchester Hugoton, Ltd. has
been executed by the following  General Partners on the date(s) indicated below,
to be effective as of the day and year this Certificate of Amendment is filed in
the office of the Secretary of State of Texas.

                                            GENERAL PARTNER:

                                            P.A. PEAK, INC.

DATED:  April 27, 2001                      By:________________________________
                                                     Preston A. Peak, President
                                            Address: 4208 Thanksgiving Tower
                                                     1601 Elm Street
                                                     Dallas, Texas 75201


                                            GENERAL PARTNER:

                                            JAMES E. RALEY, INC.

DATED:  April 27, 2001                      By: ________________________________
                                                     James E. Raley, President
                                            Address: 9666 Atherton Drive
                                                     Dallas, Texas 75243