CERTIFICATE OF AMENDMENT

                                       TO

                      AMENDED AND RESTATED CERTIFICATE AND

                       AGREEMENT OF LIMITED PARTNERSHIP OF

                            DORCHESTER HUGOTON, LTD.

                                  April 3, 1998



     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,  and December 15, 1997 (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. Effective March 1, 1998 Section 3.08(a) of the Restated  Certificate and
Agreement is hereby amended in its entirety to read as follows:

          3.08 COMPENSATION OF GENERAL PARTNERS.

          (a) Subject to the provisions of Section 3.08(b) below, in addition to
     reasonable  severance  payments,  the General Partners shall be entitled to
     receive reasonable  compensation from the Partnership for services rendered
     in operating and managing the  Partnership  in an annual  aggregate  amount
     equal to $350,000  plus one percent  (1%) of Gross  Income,  or such lesser
     amount  as the  General  Partners  may  from  time  to  time  determine  is
     appropriate. The compensation and severance payments payable to the General
     Partners  under this  Section  3.08(a)  shall be divided  among the General
     Partners  equally or as they may otherwise  mutually agree. For purposes of
     this Section, the term "Gross Income" shall mean the annual gross income of
     the Partnership from the Partnership Properties.


          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:  March 26, 1998              By:________________________________
                                             Preston A. Peak, President
                                    Address: 4208 Thanksgiving Tower
                                             1601 Elm Street
                                             Dallas, Texas 75201


                                   GENERAL PARTNER:

                                   JAMES E. RALEY, INC.

DATED:  March 26, 1998              By: ________________________________
                                             James E. Raley, President
                                    Address: 9666 Atherton Drive
                                             Dallas, Texas 75243