FIRST AMENDMENT TO
                              AMENDED AND RESTATED
                       CERTIFICATE OF LIMITED PARTNERSHIP
                                       AND
                     FIRST AMENDMENT TO AMENDED AND RESTATED
                AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP
                                       OF
                        PAINEWEBBER/GEODYNE ENERGY INCOME
                             LIMITED PARTNERSHIP I-E


      The undersigned, desiring to amend its amended and restated certificate of
limited partnership pursuant to the Oklahoma Revised Uniform Limited Partnership
Act, as amended,  Okla.  Stat., tit. 54, Section 30l et seq. (1991) (the "Act"),
do hereby  state,  and desiring to amend the Amended and Restated  Agreement and
Certificate of Limited Partnership of PaineWebber/Geodyne  Energy Income Limited
Partnership I-E dated as of September 10, 1986, as amended do hereby agree:

      1. The name of the  limited  partnership  is  "PaineWebber/Geodyne  Energy
Income Limited Partnership I-E."

The  date of  filing  of the  Original  Certificate  and  Agreement  of  Limited
Partnership  was  March  5,  1986,  as  amended  by  the  Amended  and  Restated
Certificate of Limited Partnership of PaineWebber/Geodyne  Energy Income Limited
Partnership I-E filed on March 10, 1989.

      2. The Amended and Restated  Certificate of Limited  Partnership is hereby
revised to change the name of the Limited Partnership to the following:


             Geodyne Energy Income Limited Partnership I-E

      3. (a) The Amended and  Restated  Certificate  of Limited  Partnership  is
hereby  revised to change the address of the limited  partnership,  which is the
same address where the records of the limited  partnership are kept, to Two West
Second Street, Tulsa, Oklahoma 74103.

         (b) The Amended and  Restated  Certificate  of Limited  Partnership  is
hereby  revised  to change the name and  address  for the  registered  agent for
service of process to Geodyne Properties,  Inc., Two West Second Street,  Tulsa,
OK 74103.




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<PAGE>





      4. The Amended and Restated  Certificate of Limited  Partnership is hereby
revised to change the name, mailing address, and business address of the general
partner as follows:


                         Geodyne Properties, Inc.
                         Two West Second Street
                         Tulsa, OK  74103.

      5. The latest  date upon which the limited  partnership  is to dissolve is
December 31, 1999.

      6.  The  Amended  and  Restated   Agreement  and  Certificate  of  Limited
Partnership  is hereby revised to replace the first sentence of Section 2.2 with
the following:

             The Limited  Partnership  shall be conducted under the name Geodyne
             Energy Income Limited Partnership I-E.

      7.  The  Amended  and  Restated   Agreement  and  Certificate  of  Limited
Partnership  is hereby  revised to replace  the third and  fourth  sentences  of
Section 2.2 with the following:

             The  office  and  principal   place  of  business  of  the  Limited
             Partnership shall be c/o Geodyne Properties,  Inc., Two West Second
             Street,  Tulsa, Oklahoma 74103. The agent for service of process on
             the Limited Partnership shall be Geodyne Properties, Inc., Two West
             Second Street, Tulsa, OK 74103.

      8. On December  18,  1986,  PW Energy Inc. , a Delaware  corporation,  was
merged with and into Geodyne Properties, Inc. under the name Geodyne Properties,
Inc. ("Geodyne"), as evidenced by a Certificate of Merger of PW Energy Inc. into
Geodyne  Properties,  Inc.  filed of record  on such  date in the  office of the
Secretary  of State of Delaware in Book 466 at Page 609.  Geodyne  survived  the
merger as the sole  general  partner of the  PaineWebber/Geodyne  Energy  Income
Limited Partnership I-E.

      9.  In  all  other  respects,  the  Amended  and  Restated  Agreement  and
Certificate of Limited Partnership is hereby ratified and confirmed.





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<PAGE>




DATED: February 24, 1993

                                         By:  Geodyne Properties, Inc.,
                                              General Partner


                                         By:  // Michael E. Luttrell //
                                              -------------------------
                                              Michael E. Luttrell
                                              Executive Vice President


                                         By:  Geodyne Properties, Inc.,
                                              Attorney-in-fact
                                              for all Limited Partners

                                         By:  // Michael E. Luttrell //
                                              -------------------------
                                              Michael E. Luttrell
                                              Executive Vice President


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