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

      The Amended and Restated  Agreement of Partnership of  PaineWebber/Geodyne
Energy  Income  Production   Partnership  I-E  dated  September  10,  1986  (the
"Agreement") is hereby amended effective March 1, 1993, as follows:

      A. The first sentence of Section 2.2 is hereby deleted and replaced by the
following provision:

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

      B. All references in the Agreement to  "PaineWebber/Geodyne  Energy Income
Production  Partnership  I-E" are  hereby  changed  to  "Geodyne  Energy  Income
Production Partnership I-E."

      C. The third sentence of Section 2.2 is hereby deleted and replaced by the
following provision:

      "The office and principal place of business of the Production  Partnership
shall be c/o  Geodyne  Production  Company,  Two West  Second,  Tulsa,  Oklahoma
74103."

      D.  The  name  of the  "General  Partner"  and the  "Limited  Partnership"
reflected  in Article  One has been  changed  from  "PaineWebber/Geodyne  Energy
Income Limited  Partnership  I-E" to "Geodyne Energy Income Limited  Partnership
I-E". All  references in the Agreement to the name of the "General  Partner" and
the "Limited  Partnership" are hereby changed to reflect this name change.  This
change reflects a name change only and not a change of entity.

      E. On December 18, 1986, PW Production Inc., a Delaware  corporation,  was
merged  with  and  into  Geodyne  Production  Company,  a  Delaware  corporation
("Geodyne"),  as evidenced by a Certificate of Merger of PW Production Inc. into
Geodyne  Production  Company,  filed of record on such date in the office of the
Secretary  of State of Delaware in Book 466 at Page 606.  Geodyne  survived  the
merger as the sole  general  partner of the  PaineWebber/Geodyne  Energy  Income
Production Partnership I-E.




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      In all other respects the Agreement is hereby ratified and affirmed

DATED:    February 26, 1993
                                          Managing Partner:

                                          Geodyne Production Company


                                          // Michael E. Luttrell//

                                          ------------------------
                                          Michael E. Luttrell
                                          Executive Vice President


                                          General Partners:

                                          Geodyne Energy Income Limited
                                          Partnership I-E

                                          By:   Geodyne Properties, Inc.
                                                General Partner


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


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