EXHIBIT 4.9

                              Seventh Amendment to
                              Amended and Restated
               Agreement and Certificate of Limited Partnership of
                  Geodyne Energy Income Limited Partnership I-D


       This Seventh Amendment to Amended and Restated  Agreement and Certificate
of Limited  Partnership of Geodyne Energy Income  Limited  Partnership  I-D (the
"Partnership")  is  entered  into  by  and  between  Geodyne   Resources,   Inc.
("Resources"),  a Delaware  corporation,  as successor General Partner,  and all
Substituted Limited Partners admitted to the Partnership.

       WHEREAS, on December 20, 1985, Geodyne Properties,  Inc.  ("Properties"),
as General Partner, and the Initial Limited Partner, Susan Layman,  executed and
entered into that certain  PaineWebber/Geodyne Energy Income Limited Partnership
I-D  Agreement  and  Certificate  of  Limited   Partnership  (the  "Preformation
Agreement"); and

       WHEREAS,  on March 4, 1986,  Properties as General  Partner  executed and
entered into that certain  Amended and Restated  Agreement  and  Certificate  of
Limited Partnership for the Partnership (the "Agreement"); and

       WHEREAS, on February 25, 1993, Properties as General Partner executed and
entered into that First  Amendment to the  Agreement  whereby it changed (i) the
name  of  the  Partnership  from  "PaineWebber/Geodyne   Energy  Income  Limited
Partnership  I-D" to "Geodyne Energy Income Limited  Partnership  I-D", (ii) the
address of the Partnership's  principal place of business, and (iii) the address
for the Partnership's agent for service of process; and

       WHEREAS,  on August 4, 1993,  Properties as General Partner  executed and
entered into that Second  Amendment to the Agreement  whereby it amended certain
provisions of the Agreement to (i) expedite the method of accepting transfers of
Limited  Partners'  Units in the  Partnership  and (ii)  provide for an optional
right of  repurchase/redemption  which may be exercised by the Limited Partners;
and

       WHEREAS, on June 30, 1997, Properties merged into Resources; and,

       WHEREAS, on July 1, 1997, Resources as successor via merger to Properties
executed  and entered  into that Third  Amendment  to the  Agreement  whereby it
amended the Agreement to provide that Geodyne Resources,  Inc., as successor via
merger with Properties, is the General Partner of the Partnership; and

        WHEREAS, on December 23, 1999,  Resources executed and entered into that
certain Fourth  Amendment to the Agreement  whereby the term of the  partnership
was extended for an additional two years, until December 31, 2001, and

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        WHEREAS, on November 14, 2001,  Resources executed and entered into that
certain Fifth Amendment to the Agreement whereby the term of the partnership was
extended for an additional two years, until December 31, 2003, and

        WHEREAS, on November 18, 2003,  Resources executed and entered into that
certain Sixth Amendment to the Agreement whereby the term of the partnership was
extended for an additional two years, until December 31, 2005, and

        WHEREAS,  Section 2.4 of the  Agreement  provides  that the  Partnership
shall continue in full force and effect until  December 31, 2005,  provided that
the General Partner may extend the term of the Partnership for up to two periods
of two years each if it believes each such extension is in the best interests of
the  Limited  Partners  or  until  dissolution  prior  thereto  pursuant  to the
provisions of the Agreement, and

        WHEREAS,  Resources as General Partner has elected to extend the life of
the Partnership an additional two years.

       NOW,  THEREFORE,  in  consideration  of  the  covenants,  conditions  and
agreements herein contained, the parties hereto hereby agree as follows:

         Section 2.4. is hereby amended and restated as follows:

               The Partnership shall continue in force and effect until December
          31, 2007, provided that the General Partner may extend the term of the
          Partnership  for up to one  period  of two years if it  believes  such
          extension is in the best interests of the Limited  Partners,  or until
          dissolution prior thereto pursuant to the provisions hereof.

       IN WITNESS  WHEREOF,  the parties hereto have hereunto set their hands as
of the 27th day of October, 2005.

                             Geodyne Resources, Inc.
                             as General Partner


                             By:    //s// Dennis R. Neill
                                    ---------------------
                                    Dennis R. Neill
                                    President

                             Geodyne Resources, Inc., as Attorney-in-Fact
                             for all Substituted Limited Partners

                             By:    //s// Dennis R. Neill
                                    ---------------------
                                    Dennis R. Neill
                                    President


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