CERTIFICATE OF AMENDMENT

                                       TO

                      AMENDED AND RESTATED CERTIFICATE AND

                       AGREEMENT OF LIMITED PARTNERSHIP OF

                            DORCHESTER HUGOTON, LTD.

                                  July 2, 1997



     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 and August 9, 1995
(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:

<PAGE>

          1.   Article  2.02  is  deleted  in  entirety  and  the  following  is
               substituted therefor:

                    2.02  Principal   Office.   The  principal   office  of  the
               Partnership  is  1919  South  Shiloh  Road,  Suite  600 - LB  48,
               Garland,  Texas  75042-8234.  The General Partners may change the
               principal  office of the  Partnership  and the  Limited  Partners
               shall be furnished  with written  notice of any such change.  The
               General  Partners may establish  such other places of business as
               they  may   determine  to  be  in  the  best   interests  of  the
               Partnership.


     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:  July 3, 1997                       By:________________________________
                                                    Preston A. Peak, President
                                           Address: 4208 Thanksgiving Tower
                                                    1601 Elm Street
                                                    Dallas, Texas 75201


                                           GENERAL PARTNER:

                                           JAMES E. RALEY, INC.

DATED:  July 3, 1997                       By: ________________________________
                                                    James E. Raley, President
                                           Address: 9666 Atherton Drive
                                                    Dallas, Texas 75243