THIRD AMENDMENT TO
                             AMENDED AND RESTATED
                           AGREEMENT OF PARTNERSHIP
                       GEODYNE ENERGY INCOME PRODUCTION
                                PARTNERSHIP I-E

      This Third  Amendment to Amended and Restated  Agreement of Partnership of
Geodyne Energy Income Production  Partnership I-E (the "Partnership") is entered
into  by  and  between  Geodyne  Resources,   Inc.  ("Resources"),   a  Delaware
corporation,  as successor  Managing Partner,  and Geodyne Energy Income Limited
Partnership I-E ("Geodyne I-E"), as General Partner.

      WHEREAS, on March 5, 1986, Geodyne Production Company  ("Production"),  as
Managing Partner, and Geodyne I-E, as General Partner, executed and entered into
that certain  Agreement of  Partnership  of  PaineWebber/Geodyne  Energy  Income
Production Partnership I-E (the "Preformation Agreement"); and

      WHEREAS,  on September 10, 1986,  Production  and Geodyne I-E executed and
entered into that certain  Amended and Restated  Agreement of  Partnership  (the
"Agreement"); and

      WHEREAS, on February 26, 1993, but effective March 1, 1993, Production and
Geodyne I-E executed and entered  into that certain  First  Amendment to Amended
and Restated Agreement of Partnership (the "Agreement"),  whereby it changed (i)
the name of the Partnership from  "PaineWebber/Geodyne  Energy Income Production
Partnership I-E" to "Geodyne Energy Income Production Partnership I-E", (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 July 1, 1996,  Production and Geodyne I-E executed and entered
into that certain Second  Amendment to Agreement,  whereby all references in the
Agreement  to Geodyne  Production  Company as Managing  Partner  were amended to
reflect, instead, Geodyne Resources, Inc. ("Resources") as Managing Partner; and

      WHEREAS,  Section 10.1 of the Agreement provides that the Managing Partner
(as defined in the Agreement) may,  without prior notice or consent of any other
Partner (as defined in the Agreement), amend any provision of this Agreement if,
in its opinion,  such amendment does not have a material adverse effect upon the
Limited Partnership (as defined in the Agreement); and

      WHEREAS,  the Agreement defines Managing Partner to mean Production and PW
Production, Inc., and

      WHEREAS,  the  Agreement  provides  for  the  existence  of  a  Management
Committee, to be composed of two representatives of each Managing Partner, and




                                      -1-
<PAGE>





      WHEREAS, on December 18, 1986, the  two Managing Partners, Production  and
PW Production, Inc., merged, with Production as the survivor, and

      WHEREAS,  as a  result  of said  merger  there is no  longer a  Management
Committee for the Partnership; and

      WHEREAS,  Resources,  as successor Managing Partner,  desires to amend the
Agreement to substitute throughout the agreement the term "Managing Partner" for
"Management Committee", and

     WHEREAS,  Section 2.4 of the Agreement  provides that the Partnership shall
continue in full force and effect until  December 31,  1999,  provided  that the
Management  Committee  may  extend  the term of the  Partnership  for up to five
periods of two years each or until  dissolution  prior  thereto  pursuant to the
provisions of the Agreement, and

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

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

      All  references  in the  Agreement to  "Management  Committee"  are hereby
      amended to reflect, instead, "Managing Partner."

      FURTHER  RESOLVED,  that  Section  2.4. is hereby  amended and restated as
      follows:

                  The Production  Partnership shall continue in force and effect
            until  December 31,  2001,  provided  that the Managing  Partner may
            extend such term for up to five periods of two years each,  or until
            dissolution prior thereto pursuant to the provisions hereof.

      IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of
the 30th day of December, 1999.

                                       Geodyne Resources, Inc.
                                       as Managing Partner

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



                                      -2-
<PAGE>




                                       Geodyne Energy Income Limited
                                       Partnership I-E
                                       as General Partner


                                       By Geodyne Resources, Inc.
                                          General Partner

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


                                      -3-