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

      Amended and Restated  Agreement and  Certificate  of Limited  Partnership,
dated as of  September  10, 1986,  among  Geodyne  Properties,  Inc., a Delaware
corporation,  and PW Energy Inc., a Delaware  corporation,  as General Partners,
Susan Layman as the Initial Limited Partner, and those persons named in Schedule
A attached hereto as Additional Limited Partners.

      Whereas,  PaineWebber/Geodyne  Energy Income Limited  Partnership  I-E has
heretofore  been  formed as a limited  partnership  under the  Oklahoma  Revised
Uniform  Limited  Partnership  Act pursuant to an Agreement and  Certificate  of
Limited  Partnership dated as of March 3, 1986, and filed for recordation in the
office of the Secretary of State of the State of Oklahoma on March 11, 1986; and

      Whereas,  the parties hereto desire to amend the Certificate and Agreement
of Limited  Partnership of the Limited Partnership and to restate said Agreement
in its entirety;

      Now,  Therefore,  in  consideration  of the mutual promises and agreements
made  herein,  the  parties,  intending  to be legally  bound,  hereby  agree as
follows:

                                   ARTICLE ONE
                                  Defined Terms
                                  -------------

      The  defined  terms  used in this  Agreement  shall,  unless  the  context
otherwise  requires,  have the  meanings  specified  in this  Article  One.  The
singular  shall  include the plural and the  masculine  gender shall include the
feminine,  the neuter and vice versa, as the context requires. Any terms used in
this Agreement which are defined in the Production Partnership Agreement and are
not otherwise defined herein shall have the respective meanings set forth in the
Production Partnership Agreement.

      "Accountants"  shall mean Arthur Young & Company or such other  nationally
recognized firm of independent  certified public accountants as shall be engaged
from time to time by the General Partners for the Limited Partnership.

      "Act" shall mean the Oklahoma Revised Uniform Limited  Partnership Act, as
amended from time to time.




                                      -1-
<PAGE>





      "Activation" or "Activated"  shall mean the date on which (i) with respect
to the Limited  Partnership,  the subscribers for Units shall have been admitted
to the Limited  Partnership  as Limited  Partners,  and (ii) with respect to the
Production  Partnership,  the  Limited  Partnership  shall have made its capital
contribution to the Production Partnership.

      "Additional Limited Partner" shall mean any person admitted to the Limited
Partnership pursuant to Section 3.3A of this Agreement.

      "Affiliate"  shall mean,  when used with reference to a specified  Person:
(a) any Person directly or indirectly owning, controlling, or holding with power
to vote  10% or more  of the  outstanding  voting  securities  of the  specified
Person;  (b) any Person 10% or more of whose  outstanding  voting securities are
directly  or  indirectly  owned,  controlled,  or held with power to vote by the
specified Person; (c) any Person directly or indirectly controlling,  controlled
by, or under common control with, the specified Person; (d) any Person who is an
officer,  director,  partner or trustee of, or serves in a similar capacity with
respect to, the specified Person or of which the specified Person is an officer,
director,  partner or trustee,  or with  respect to which the  specified  Person
serves in a similar  capacity;  and (e) any relative or spouse of the  specified
Person.  A reference to an Affiliate of the General  Partners  shall  include an
Affiliate  of  either  or  both of the  General  Partners.  Notwithstanding  the
foregoing,  no Person shall be deemed to be an Affiliate solely by reason of its
ownership of limited partnership interests in a limited partnership.

      "Affiliated  Program" shall mean a drilling or income program  (whether in
the  form of a  limited  partnership,  general  partnership,  joint  venture  or
otherwise) interests in which were offered to persons or entities not engaged in
a trade or business within the oil and gas industry (other than by virtue of its
participation  in an  Affiliated  Program)  and of which any General  Partner or
Affiliate serves as general partner or venturer.

      "Agreement" shall mean this Amended and Restated Agreement and Certificate
of Limited Partnership as originally executed and as amended from time to time.

      "Capital  Account"  shall mean, as to any Partner,  the sum of the Capital
Contribution  by such Partner,  plus his share of any Profits  (including,  with
respect to Limited  Partners,  his share of any interest earned on funds held by
the  escrow  agent  and paid to the  Limited  Partnership,  as set  forth in the
Prospectus), reduced by his share of any Losses (including such Partner's



                                      -2-
<PAGE>



deduction for depletion to the extent such  deduction does not exceed the amount
of cost  depletion such Partner would be allowed) and  distributions  of Limited
Partnership  cash or assets to such  Partner  or on  behalf of such  Partner  in
payment of any taxes or other expenses allocable to such Partner.

      "Capital   Contribution"   of  a  Limited  Partner  shall  mean  the  cash
contribution  of a Limited  Partner paid with respect to such Limited  Partner's
subscription  and  any  cash  distributions  from a  Prior  Limited  Partnership
reinvested on behalf of a Limited Partner in the Limited Partnership, net of any
refunds made pursuant to Section 3.4 of this Agreement.

      "Code"  shall mean the Internal  Revenue Code of 1954,  as amended (or any
corresponding provisions of succeeding law).

      "Commissions"  shall mean the cash fees payable to the Dealer  Manager and
the Selected Dealers upon the Activation of the Limited Partnership.

      "Consent" shall mean the consent of a Person, given as provided in Section
11.1, to do the act or thing for which the consent is  solicited,  or the act of
granting such consent, as the context may require.

      "Dealer   Manager"  shall  mean  PaineWebber   Incorporated,   a  Delaware
corporation.

      "Direct  Administrative  Costs" shall mean the actual and necessary direct
costs  attributable to services  provided to the Limited  Partnership by parties
other than the  General  Partner or their  Affiliates,  whether  incurred by the
Limited Partnership directly or incurred by any of the General Partners or their
Affiliates,  including the annual audit fees, legal fees and expenses,  the cost
of  reviewing  tax  returns and  reports,  the cost of  evaluations  prepared by
independent  petroleum  engineers pursuant to Section 9.4C of this Agreement and
all other such costs  directly  incurred  by or for the  benefit of the  Limited
Partnership.

      "Distributable Cash" shall mean, with respect to the Limited Partnership's
operations  at any time,  the  amount  of cash  assets on hand at such time less
amounts required to be retained out of such cash assets, in the sole judgment of
the General Partners,  to pay costs,  expenses or other obligations whether then
accrued or anticipated to accrue in the future.

      "Fiscal Year" shall mean the calendar year.



                                      -3-
<PAGE>




      "General and  Administrative  Costs" shall mean all  customary and routine
legal,  accounting,  data  processing,  depreciation,  geological,  engineering,
travel, office rent, telephone, secretarial, employee compensation and benefits,
and other items of a general and administrative  nature,  whether like or unlike
the foregoing, and any other incidental reasonable expenses reasonably necessary
to the conduct of the  Limited  Partnership's  business,  and  generated  by the
General Partners or any Affiliate other than an Affiliated Program computed on a
cost basis,  determined  by the General  Partners in accordance  with  generally
accepted accounting  principles and reviewed by an independent public accountant
or  certified  public  accountant.  General and  Administrative  Costs shall not
include any Direct Administrative Costs or costs of the Production Partnership.

      "General  Partners"  shall  mean  Geodyne  Properties,  Inc.,  a  Delaware
corporation,  and PW  Energy  Inc.,  a  Delaware  corporation,  acting  in  such
capacity,  and any other Person admitted as an additional or substituted General
Partner pursuant to the provisions of Article Six of this Agreement.

      "Geodyne  Properties"  shall mean  Geodyne  Properties,  Inc.,  a Delaware
corporation.

      "Hydrocarbons" shall mean crude oil, natural gas, condensate,  natural gas
liquids and other liquid or gaseous hydrocarbons.

      "Incapacity" or "Incapacitated"  shall mean the adjudication of bankruptcy
(except that, in the case of a General Partner, the term "bankruptcy" shall mean
only being subject to Chapter 7 of the Federal  Bankruptcy  Reform Act of 1978),
of interdiction,  of incompetence,  or of insanity, or the death, dissolution or
termination  (other than by merger or  consolidation  under which the  surviving
entity  agrees to assume  all of the  obligations  and  responsibilities  of the
merged or consolidated Person set forth in this Agreement),  as the case may be,
of any Person.

      "Income"  shall mean the gross  income of the Limited  Partnership  or the
Production  Partnership  (as the context may require) as determined  for Federal
income tax  purposes,  including all capital or Code Section 1231 gains (but not
losses).

      "Initial Limited Partner" shall mean Susan Layman.



                                      -4-
<PAGE>




      "Interest" shall mean the entire ownership interest (which may, either for
a Partner's Capital Account or a Partner's  Profits interest,  be expressed as a
percentage)  of a Partner in the Limited  Partnership  at any  particular  time,
including the rights and  obligations  of such Partner under this  Agreement and
the Act.

      "Limited  Partners"  shall  mean  the  limited  partners  of  the  Limited
Partnership or any substituted limited partner including the General Partners to
the extent they purchase Units.

      "Limited Partnership" shall mean the limited partnership continued hereby.

      "Limited  Partnership  Account"  shall mean the bank  account or  accounts
established by the General Partners pursuant to Section 9.3 of this Agreement.

      "Limited Partnership Property" shall mean all interest, property and right
of any type owned by the Limited Partnership.

      "Managing  Partners"  shall mean Geodyne  Production  Company,  a Delaware
corporation,  and PW Production,  Inc., a Delaware  corporation,  acting in such
capacity, and any successor acting in such capacity.

      "Notification"  shall mean a writing,  containing the information required
by this Agreement to be  communicated  to any Person,  hand delivered or sent by
registered or certified mail, return receipt requested, postage prepaid, to such
Person at the last  known  address  of such  Person,  the date of the  certified
receipt (or such other  evidence of receipt)  therefor  being deemed the date of
the giving of Notification;  provided,  however,  that any written communication
containing the information sent or delivered to the Person and actually received
by the Person shall constitute Notification for all purposes of this Agreement.

      "Organization  and  Offering  Costs"  shall  mean all costs  and  expenses
incurred by the General  Partners and their  Affiliates in  connection  with the
organization of the Limited  Partnership,  including,  without  limitation,  the
legal,  printing,  accounting  and other costs  incurred in connection  with the
registration for offer and sale of the Units under applicable  federal and state
securities  laws (other than any  organization  and offering costs as defined in
the Production Partnership Agreement). Organization and Offering Costs shall not
include the Commissions  paid to the Dealer Manager or reallowed to the Selected
Dealers.



                                      -5-
<PAGE>




      "Partner" shall mean any General Partner or any Limited Partner.

      "Person" shall mean any  individual,  partnership,  corporation,  trust or
other entity.

      "Prior Limited  Partnership" shall mean any limited partnership  activated
prior to the  Activation  of the Limited  Partnership  of which units of limited
partnership interest were offered and sold pursuant to the Prospectus.

      "Production  Partnership" shall mean the general  partnership of which the
Limited Partnership is a general partner.

      "Production  Partnership  Agreement"  shall mean the  agreement of general
partnership  under which the Production  Partnership was formed, as amended from
time to time.

      "Production  Partnership Well" shall mean any well in which the Production
Partnership has an interest.

      "Producing  Property"  shall  mean  any  property  (or  interest  in  such
property) with a well or wells capable of producing  Hydrocarbons  in commercial
quantities or properties unitized with such properties or properties adjacent to
such  properties  which are acquired as an incidental part of the acquisition of
such properties. The term also includes well machinery and equipment,  gathering
systems,  storage facilities or processing  installations or other equipment and
property associated with the production of Hydrocarbons. Interests in properties
may  include  Working  Interests,   production  payments,  Royalties  and  other
nonworking and nonoperating interests.

      "Profits"  and  "Losses"  shall mean the  income or losses of the  Limited
Partnership  for Federal  income tax purposes  determined as of the close of the
Limited  Partnership's  Fiscal Year, as well as, when the context requires,  any
tax-exempt income and nondeductible expenses.

      "Prospectus"  shall mean the  prospectus  pursuant to which the Units were
offered, and all supplements or amendments thereto, if any.

      "Proved Reserves" shall mean those quantities of Hydrocarbons, which, upon
analysis of geologic and engineering data,  appear with reasonable  certainty to
be recoverable in the future from known  Hydrocarbon  reservoirs  under existing
economic  and  operating  conditions.  Proved  reserves  are  limited  to  those
quantities of Hydrocarbons which can be expected, with little



                                      -6-
<PAGE>



doubt,  to be  recoverable  commercially  at current  prices  and  costs,  under
existing  regulatory  practices  and with  existing  conventional  equipment and
operating  methods.  Depending  upon their  status of  development,  such proved
reserves  shall be subdivided  into the following  classifications  and have the
following definitions:

              (a) "Proved  Developed  Reserves" shall mean proved reserves which
      can be expected  to be  recovered  through  existing  wells with  existing
      equipment and operating methods. This classification shall include:

                    (1) "Proved Developed  Producing  Reserves" which are proved
              developed reserves which are expected to be produced from existing
              wells; and

                    (2)  "Proved  Developed  Non-Producing  Reserves"  which are
              proved  developed  reserves  which  exist  behind  the  casing  of
              existing  wells,  or at minor depths  below the present  bottom of
              such wells,  which are expected to be produced through these wells
              in the predictable  future,  where the cost of making Hydrocarbons
              available for  production  should be relatively  small compared to
              the cost of a new well.

              Additional  Hydrocarbons  expected  to  be  obtained  through  the
      application  of  improved  recovery  techniques  are  included  as "Proved
      Developed  Reserves"  only after  testing by a pilot  project or after the
      operation  of  an  installed  program  has  confirmed  through  production
      responses that increased recovery will be achieved.

              (b) "Proved  Undeveloped  Reserves"  shall mean all reserves which
      are expected to be recovered  from new wells on undrilled  acreage or from
      existing  wells where a  relatively  major  expenditure  is  required  for
      recompletion.  Such  reserves  on  undrilled  acreage are limited to those
      drilling units offsetting productive units which are reasonably certain of
      production  when drilled.  Proved  reserves for other  undrilled units are
      claimed only where it can be demonstrated with reasonable certainty, based
      on accepted geological, geophysical and engineering studies and data, that
      there is continuity of production from an existing  productive  formation.
      No  estimates  for Proved  Undeveloped  Reserves are  attributable  to any
      acreage for which improved recovery is contemplated, unless the techniques
      to be employed have been proved effective by actual tests in the same area
      and reservoir.



                                      -7-
<PAGE>




      "PW Energy" shall mean PW Energy Inc., a Delaware corporation.

      "Remove", "Removed" or "Removal" shall mean, with reference to the removal
of a General  Partner,  the  termination  of the management  powers,  duties and
responsibilities  of  such  General  Partner  pursuant  to  Section  6.2 of this
Agreement and the removal of such General Partner as a Partner.

      "Right of  Presentment"  shall mean the  acquisition  by a purchaser  of a
Limited Partner's Interest pursuant to Section 7.5 of this Agreement.

      "Royalty"  shall mean an interest,  including an overriding  royalty and a
net profits interest,  in gross production or the proceeds  therefrom which does
not  require  the  owner  thereof  to  bear  any  of  the  cost  of  production,
development, operation or maintenance.

      "Sale" shall mean any event or transaction that is, for Federal income tax
purposes,  considered a sale, exchange or abandonment by the Limited Partnership
of any Limited Partnership Property.

      "Selected  Dealer"  shall mean a member in good  standing of the  National
Association  of Securities  Dealers,  Inc. which has been selected by the Dealer
Manager to offer and sell the Units.

      "State" shall mean the State of Oklahoma.

      "Subscription Agreement and Power of Attorney" shall mean the Subscription
Agreement and Power of Attorney in the form attached to the Prospectus.

       "Subsequent  Limited  Partnership"  shall  mean any  limited  partnership
activated  after the  Activation  of the Limited  Partnership  of which units of
limited partnership interest are offered and sold pursuant to the Prospectus.

      "Substituted  Partner"  shall  mean any  Person  admitted  to the  Limited
Partnership as a Partner pursuant to Section 7.3 and 10.2 of this Agreement.

      "Unit"  shall mean a $1,000  investment  in the Limited  Partnership  by a
Limited Partner  pursuant to the terms of a Subscription  Agreement and Power of
Attorney; provided, however, that fractional Units may be acquired to the extent
provided under Section 5.lB in whole increments of $100.



                                      -8-
<PAGE>




      "Working  Interest"  shall mean the  interest  (whether  held  directly or
indirectly)  in a lease (as  defined in the  Production  Partnership  Agreement)
which is subject  to some  portion of the  expense of  production,  development,
operation or maintenance.

                                   ARTICLE TWO
             Continuation; Name, Place of Business and Office; Term
             ------------------------------------------------------

      Section 2.1.  Continuation
      --------------------------

      The parties  hereto  hereby  continue the limited  partnership  heretofore
formed  pursuant to the  provisions  of the  Oklahoma  Revised  Uniform  Limited
Partnership  Act, and the rights and  liabilities  of the  Partners  shall be as
provided in the Act, except as otherwise expressly provided in this Agreement.

      Section 2.2.  Name, Place of Business and Office, Agent
      -------------------------------------------------------

      The   Limited    Partnership   shall   be   conducted   under   the   name
PaineWebber/Geodyne  Energy Income Limited  Partnership I-E. The business of the
Limited  Partnership  may,  however,  be  conducted  under any other name deemed
necessary  or  desirable  by the  General  Partners  in  order  to  comply  with
applicable  laws.  The office and  principal  place of  business  of the Limited
Partnership shall be c/o Geodyne Properties,  Inc., 320 South Boston Avenue, The
Mezzanine,  Tulsa, Oklahoma 74103-3708.  The agent for service of process on the
Limited Partnership shall be Geodyne Properties,  Inc., 320 South Boston Avenue,
The Mezzanine,  Tulsa, Oklahoma 74103-3708.  The General Partners may change the
principal  place of business and the  location of such office and may  establish
such  additional  offices as they deem  advisable  from time to time;  provided,
however,  that in the event  the  principal  place of  business  of the  Limited
Partnership  shall be changed,  the General Partners shall provide  Notification
thereof to the Limited Partners.

      Section 2.3.  Purpose
      ---------------------

      The business and purpose of the Limited  Partnership  shall be to become a
general partner in the Production  Partnership.  Such business and purpose shall
include the doing of any and all things incident thereto or connected therewith,
including the carrying on of the business of the  Production  Partnership in the
event of its  termination  if it is determined by the General  Partners to be in
the best interests of the Limited Partners.



                                      -9-
<PAGE>



The Limited Partnership shall not engage in any other business or activity.

      Section 2.4.  Term
      ------------------

      The Limited  Partnership shall continue in force and effect until December
31,  1999,  provided  that the  General  Partners  shall  extend the term of the
Limited  Partnership  for up to five periods of two years each in the event that
the Production  Partnership's  term has been so extended,  or until  dissolution
prior thereto pursuant to the provisions hereof.


                                  ARTICLE THREE
                              Partners and Capital
                              --------------------

      Section 3.1.  General Partners
      ------------------------------

      A. The names,  addresses and Capital Contributions of the General Partners
are set forth in Schedule A attached hereto and are incorporated herein.

      B. Each General  Partner  represents to each Additional  Limited  Partner,
severally,  that:  (i)  neither  it nor any of its  Affiliates  is a  "party  in
interest,"  as  defined  in  Section  3(14) of the  Employee  Retirement  Income
Security  Act of 1974,  as amended  ("ERISA"),  or a  "disqualified  person," as
defined in  Section  4975(e)  (2) of the Code,  with  respect to any  Additional
Limited  Partner,  the assets of which are being used,  in whole or in part,  to
acquire an Interest in the Limited Partnership; and (ii) neither the acquisition
by such Limited Partners of their Interests nor any transactions contemplated by
the Prospectus  involving the use of amounts constituting such Limited Partners'
Capital  Contributions  will  constitute  or result in a prohibited  transaction
within  the  meaning of Section  406 of ERISA or  Section  4975 of the Code.  In
making such representations,  the General Partners have each received and relied
upon  information  from  Additional  Limited  Partners  pursuant to subscription
agreements,  in the form  attached as Exhibit C to the  Prospectus,  executed by
such Limited Partners.





                                      -10-
<PAGE>


      Section 3.2.  Initial Limited Partner
      -------------------------------------

      Upon  admission  of  the  Additional   Limited  Partners  to  the  Limited
Partnership  pursuant to Section  3.3A of this  Agreement,  the Initial  Limited
Partner  shall  withdraw from the Limited  Partnership  and shall be entitled to
receive an amount of money equal to her Capital Contribution.

      Section 3.3.  Additional Limited Partners
      -----------------------------------------

      A.  The  General  Partners  are  authorized  to admit  Additional  Limited
Partners to the Limited  Partnership  if, after the admission of such Additional
Limited Partners,  the Capital  Contributions of all Additional Limited Partners
would  be not  less  than  $5,000,000  and not  more  than  $90,000,00  less the
aggregate   subscription  amount  of  units  of  limited  partnership   interest
subscribed to any Prior Limited  Partnership.  The Capital  Contributions of the
Additional Limited Partners shall be made in cash.

      The manner of the offering of the Units,  the terms and  conditions  under
which  subscriptions  for such Units will be  accepted  (including  the  minimum
subscription  amounts  applicable  to various  categories of  subscribers),  the
manner of and conditions to the sale of Units to subscribers therefor, the terms
of the  reinvestment  in the Limited  Partnership of cash  distributions  from a
Prior Limited Partnership and the admission of subscribers for Units and Persons
who reinvest in the Limited  Partnership cash distributions from a Prior Limited
Partnership as Additional Limited Partners will be as provided in the Prospectus
and subject to any provisions thereof.

      B. The  names,  addresses  and  Capital  Contributions  of the  Additional
Limited  Partners  are set forth in Schedule A hereto,  as amended  from time to
time.

      C. No Limited  Partner  shall be required to make any  additional  capital
contribution to the Limited Partnership.

      Section 3.4.  Certain Returns of Capital
      ----------------------------------------

      Any portion of the capital  contribution of the Limited Partnership to the
Production  Partnership which is distributed to the Limited Partnership pursuant
to Section 3.4 of the  Production  Partnership  Agreement  shall be  distributed
promptly to the Limited Partners in proportion to their Capital Contributions as
a return  of part of their  Capital  Contributions.  In  addition,  the  General
Partners shall contribute cash to the Limited Partnership (with respect to which
their Capital Accounts will be



                                      -11-
<PAGE>



credited)  in an amount  equal to the amounts  paid to the  General  Partners or
their Affiliates from the Limited Partners' Capital  Contributions in respect of
Commissions and Organization and Offering Costs attributable (on a proportionate
basis) to the amount of the unexpended Capital Contributions so refunded,  which
cash  shall be  refunded  pro rata to the  Limited  Partners  (except  that cash
representing  refunded  Commissions  shall be distributed to Limited Partners in
proportion   to  the  manner  in  which   Commissions   attributable   to  their
subscriptions were payable) together with the unexpended Capital  Contributions.
Geodyne  Properties  and PW  Energy  shall  be  responsible  for  40%  and  60%,
respectively,  of the obligation of the General  Partners to contribute  cash to
the Limited  Partnership  in connection  with a return of the Limited  Partners'
Capital Contributions pursuant to this Section 3.4.



      Section 3.5.  Limited Partnership Capital
      -----------------------------------------

      A. No Partner  shall be paid interest on any Capital  Contribution  to the
Limited  Partnership or on such Partner's Capital Account,  notwithstanding  any
disproportion therein as between Partners.

      B. Except as provided in Sections 3.2, 3.4, 6.2 and 8.2 of this Agreement,
no Partner shall have the right to withdraw or receive any return of the Capital
Contribution.   Under   circumstances   involving   a  return  of  any   Capital
Contribution,  no Limited  Partner  shall have  priority  over any other Limited
Partner nor shall any Partner have the right to receive any property  other than
cash,  except as may  otherwise  be provided  in  Sections  6.2 and 8.2A of this
Agreement.

      Section 3.6.  Application of Capital Contributions
      --------------------------------------------------

      A. The General Partners shall deposit in the Limited  Partnership  Account
the Capital  Contributions  of the Additional  Limited  Partners and shall apply
such Capital Contributions to (i) pay to the General Partners an amount equal to
3% of the  Limited  Partners'  Capital  Contributions  in  consideration  of the
General   Partners'  payment  of  Organization  and  Offering  Costs,  (ii)  pay
Commissions,  (iii) establish a reasonable reserve for working capital, and (iv)
contribute the balance of the Partners' Capital  Contributions to the Production
Partnership in exchange for the Limited Partnership's interest therein.



                                      -12-
<PAGE>




      B. PW Energy and Geodyne  Properties  shall be responsible for the payment
of 60% and 40%,  respectively,  of Organization  and Offering Costs. The General
Partners  shall  allocate  between  themselves  the payment  received in Section
3.6A(i) (hereinafter  referred to in this Section 3.6B as the "Fee") as follows:
(i) to the  extent of the  amount  of actual  Organization  and  Offering  Costs
incurred  by the General  Partners  plus  Unreimbursed  Prior  Organization  and
Offering  Costs (as defined  below),  the Fee shall be paid 60% to PW Energy and
40% to Geodyne Properties; (ii) to the extent the Fee is in excess of the actual
Organization  and  Offering  Costs  plus  Unreimbursed  Prior  Organization  and
Offering  Costs (as defined  below) but such excess amount does not exceed 2% of
the Limited Partners' Capital Contributions,  75% shall be paid to PW Energy and
25% shall be paid to Geodyne Properties; and (ii) any excess of the Fee over the
amounts of such Fee paid to the  General  Partners  pursuant  to (i) and (ii) of
this  Section  3.6B shall be paid 50% each to PW Energy and Geodyne  Properties.
"Unreimbursed  Prior  Organization  and  Offering  Costs"  shall mean the actual
organization and offering costs of any Prior Limited  Partnerships and any Prior
Production Partnerships (as defined in the Production Partnership Agreement) for
which the General  Partners and  Managing  Partners  are not  reimbursed  by the
payment  to  them of the fee  referred  to in  Section  3.6A(i)  of the  limited
partnership  agreements of the respective Prior Limited  Partnerships and by the
payment to them of the management fee of the Prior Production Partnerships.

      C. The  Limited  Partnership  shall not incur  any  borrowings;  provided,
however,  that  borrowings  may be  incurred  on its  behalf  by the  Production
Partnership to pay costs of the Production  Partnership allocable to the Limited
Partnership.

      Section 3.7.  Liability of Partners
      -----------------------------------

      A.  No  Limited  Partner  shall  be  liable  for the  debts,  liabilities,
contracts or other obligations of the Limited  Partnership (except to the extent
of (i) the  Limited  Partner's  Capital  Contribution,  (ii)  money or  property
wrongfully  paid or conveyed  to the  Limited  Partner on account of the Limited
Partner's  Capital  Contribution,  and (iii)  amounts,  together  with  interest
thereon, properly distributed to the Limited Partner which represent a return of
capital and which are necessary to discharge the Limited Partnership's liability
to  creditors  which  arose  prior to such  distribution)  or for the  debts and
liabilities of any other Partner.



                                      -13-
<PAGE>




      B.  Geodyne  Properties,  PW Energy and any General  Partner  subsequently
admitted to the Limited  Partnership  each agrees that it shall remain generally
liable for any  obligation  or recourse  liability  of the  Limited  Partnership
incurred  during  the  period in which it is a  General  Partner.  However,  all
present and future General  Partners hereby agree among themselves to contribute
to each other the amount of funds  necessary to  effectuate a sharing of Limited
Partnership  obligations and recourse  liabilities in proportion to each General
Partner's share of such obligations and liabilities.

      Section 3.8.  General Partner as Limited Partner
      ------------------------------------------------

      A. General  Partner shall also be a Limited  Partner to the extent that it
purchases  or  becomes  a  transferee  of all or any part of the  Interest  of a
Limited  Partner,  provided that a General Partner shall not thereby (i) acquire
any power to vote, as a Limited  Partner,  with respect to any action  requiring
the Consent of any specified percentage of Limited Partners,  and (ii) be deemed
to have limited its  liability for any  obligation or recourse  liability of the
Limited Partnership as set forth under Section 3.7B.

                                  ARTICLE FOUR
                                   Management
                                   ----------

      Section 4.1.  Management and Control of the Limited Partnership
      ---------------------------------------------------------------

      A. The General Partners, within the authority granted to them under and in
accordance  with  the  provisions  of this  Agreement,  shall  have the full and
exclusive  right to manage and control the  business  and affairs of the Limited
Partnership  and to make all  decisions  regarding  the  business of the Limited
Partnership and shall have all of the rights,  powers and obligations of general
partners of a limited partnership under the laws of the State.

      B. No Limited Partner,  as such, shall participate in the management of or
have any control over the Limited  Partnership's  business nor shall any Limited
Partner,  as such,  have the power to  represent,  act for, sign for or bind the
General Partners or the Limited Partnership. The Limited Partners hereby consent
to the exercise by the General  Partners of the powers conferred on them by this
Agreement.



                                      -14-
<PAGE>




      C. The General Partners'  management authority with respect to significant
Limited Partnership actions shall be exercised jointly by both General Partners,
including without  limitation such actions as the determination of the amount of
Distributable  Cash  to  distribute  to  the  Partners.  The  General  Partners'
management  authority  respecting  all other  actions  which are in the ordinary
course of the Limited  Partnership's  operations (and any "significant"  Limited
Partnership  action delegated to a General Partner under Section  4.lC(iii)) may
be exercised by either  General  Partner  without the  concurrence  of the other
General  Partner,  provided that the General Partner  exercising such management
authority shall, upon inquiry by the other General Partner, notify the inquiring
General Partner of the nature of such actions undertaken without the concurrence
of the inquiring General Partner.  The General Partners shall have the authority
to (i) determine that the "significant"  action specified herein shall no longer
be a  "significant"  action for  purposes of this Section 4.lC and to amend this
Agreement   pursuant  to  Section  l0.lA  of  this  Agreement  to  reflect  such
determination,  (ii) to determine which other Limited Partnership actions, other
than that  specified  herein,  are  "significant"  actions for  purposes of this
Section 4.1C, and (iii) delegate their management  authority to a single General
Partner with respect to "significant"  Limited Partnership actions at such times
and under such conditions as they may mutually agree upon.

      Section 4.2.  Powers of the General Partners
      --------------------------------------------

      A. In addition to any other rights and powers  which the General  Partners
may possess under this  Agreement and the Act, the General  Partners  shall have
the power,  except and  subject to the extent  otherwise  provided or limited in
this Agreement:

            (i) to contribute  the balance  (after  payment and retention of the
      amounts  set forth in Section  3.6) of the  Capital  Contributions  of the
      Limited Partners to the Production  Partnership as required by the Limited
      Partnership's  interest therein, and to execute the Production Partnership
      Agreement  (including any amendment and restatement  thereof) on behalf of
      the Limited Partnership;

            (ii) if the Production  Partnership is dissolved,  to enter into all
      transactions contemplated by the Production Partnership Agreement, subject
      to the  limitations  and  provisions  contained  therein,  notwithstanding
      anything to the contrary contained herein;



                                      -15-
<PAGE>




            (iii) to maintain  the books and records of the Limited  Partnership
      in accordance with the provisions of Section 9.1; and

            (iv) subject to Sections 4.5E,  4.5F and 4.5G, to consent to certain
      actions on behalf of the Limited  Partnership  pursuant to the  Production
      Partnership Agreement.

      B. Reliance by Third Parties on General  Partners'  Authority.  No person,
firm or corporation  dealing with the Limited  Partnership  shall be required to
inquire into the authority of any General Partner to take or refrain from taking
any  action or make or  refrain  from  making  any  decision,  but any person so
inquiring  shall be entitled to rely upon a certificate of a General  Partner as
to its due authorization.

      Section 4.3.  Prohibited Transactions
      -------------------------------------

      A.  Notwithstanding any other provision of this Agreement to the contrary,
the following transactions are expressly prohibited:

            (i) the  Limited  Partnership  shall not make any loans to a General
      Partner or any Affiliate;

            (ii) except as expressly  contemplated  hereby, no agent,  attorney,
      accountant  or other  independent  consultant  or  contractor  who is also
      employed on a  full-time  basis by any  General  Partner or any  Affiliate
      shall be compensated by the Limited Partnership for his services;

            (iii) there shall be no  commingling  of Limited  Partnership  funds
      with funds of any other entity; and

            (iv) the Limited  Partnership  shall not make any advance payment to
      the General Partners or their Affiliates, except where necessary to secure
      tax benefits of prepaid drilling costs.

      Section 4.4.  Other Agreements of the General Partners
      ------------------------------------------------------

      A.  Anything in this  Agreement  to the  contrary  notwithstanding,  it is
agreed that:



                                      -16-
<PAGE>




            (i) the General  Partners  and their  Affiliates  shall not take any
      action with  respect to the assets or property of the Limited  Partnership
      which does not benefit  primarily the Limited  Partnership,  including the
      utilization of Limited Partnership funds as compensating  balances for the
      benefit of any General Partner or Affiliate;

            (ii) neither the General  Partners nor any Affiliate shall render to
      the  Limited  Partnership  any  services  nor sell or lease to the Limited
      Partnership any equipment or supplies unless:

                  (a)  such   General   Partner   or   Affiliate   is   engaged,
            independently  of the Limited  Partnership  and as an  ordinary  and
            ongoing  business,  in the  business of rendering  such  services or
            selling or leasing  such  equipment  and  supplies to a  substantial
            extent to other  Persons in the oil and gas  industry in addition to
            programs in which such General Partner or Affiliate has an interest;

                  (b) the compensation,  price or rental therefor is competitive
            with the compensation,  price or rental of other Persons in the area
            engaged in the business of rendering  comparable services or selling
            or leasing comparable  equipment and supplies which could reasonably
            be made available to the Limited Partnership; and

                  (c) provided that, if such General Partner or Affiliate is not
            engaged in a business  within the meaning of  subdivision  (a), then
            such  compensation,  price  or  rental  shall  be the  cost  of such
            services, equipment or supplies to such General Partner or Affiliate
            or the  competitive  rate  which  could  be  obtained  in the  area,
            whichever is less.

      Section 4.5.  Restrictions on the Authority of the General Partners
      -------------------------------------------------------------------

            A. The General Partners shall not have the authority to:

            (i) do any act in  contravention  of this  Agreement  or which would
      make it  impossible  to  carry on the  ordinary  business  of the  Limited
      Partnership;



                                      -17-
<PAGE>




            (ii) confess a judgment against the Limited Partnership;

            (iii)  possess  Limited  Partnership  Property or assign,  pledge or
      hypothecate rights in specific Limited Partnership Property for other than
      a Limited Partnership purpose;

            (iv) admit a Person as a General Partner or a Limited Partner except
      as otherwise provided herein; or

            (v)  perform  any act  which  would  result  in loss of any  Limited
      Partner's  status as a limited  partner  under the laws of the State or of
      limited  liability  under the laws of any other  jurisdiction in which the
      Limited  Partnership  is  doing  business,  including  use of any  Limited
      Partner's name in conducting the business of the Limited Partnership.

      B. The  General  Partners  shall not lease,  sell,  abandon  or  otherwise
dispose of any assets of the Limited  Partnership to the General  Partners or to
any of their  Affiliates;  provided,  however,  that if the Limited  Partnership
should own any inventory or other materials,  such inventory or materials may be
transferred to the General Partners or any of their Affiliates at the applicable
rates set forth in the standard form of accounting procedure then recommended by
the Council of Petroleum Accountants Societies of North America.

      C. The General  Partners  shall not perform any act that would subject any
Limited Partner to liability as a general partner in any jurisdiction.

      D.  Without  the  consent  of more  than 50% in  Interest  of the  Limited
Partners, the General Partners shall not have the authority to:

            (i)  lease,  sell,  or  otherwise  dispose of at any one time all or
      substantially  all of the assets of the Limited  Partnership other than in
      the ordinary course of business;

            (ii) elect to dissolve and wind up the Limited Partnership; or

            (iii) except as set forth in Article 10, adopt any amendment to this
      Agreement.

      E. The General Partners shall not cause the Limited Partnership to consent
to, or join in, any amendment,  or modification  of, or supplement to, or waiver
of the  terms  of,  the  Production  Partnership  Agreement  unless:  (i) in the
judgment of


                                      -18-
<PAGE>



the General  Partners such amendment,  modification,  supplement or waiver would
not materially adversely affect the Limited  Partnership's rights under the then
existing  Production  Partnership  Agreement  or such  amendment,  modification,
supplement,  or waiver is in the best interests of the Limited Partners; or (ii)
if the conditions of Section 11.3 are satisfied, the consent of more than 50% in
Interest of the Limited Partners is obtained.  If the conditions of Section 11.3
are  satisfied,  the  General  Partners  shall  propose  any  amendment  to  the
Production  Partnership  Agreement on behalf of the Limited Partnership which is
proposed by at least 10% in  Interest  (as to capital and Profits and Losses) of
the Limited Partners.

      F. Unless the  conditions of Section 11.3 are satisfied and the consent of
more than 50% in  Interest  of the Limited  Partners  is  obtained,  the General
Partners  shall not have the  authority  to  consent  on  behalf of the  Limited
Partnership to the:

            (i)  lease,  sale or  other  disposition  at any one  time of all or
      substantially all of the assets of the Production Partnership; or

            (ii) dissolution and winding up of the Production Partnership.

      G. Unless the  conditions of Section 11.3 are satisfied and the consent of
more than 50% in  Interest  of the Limited  Partners  is  obtained,  the General
Partners  shall not have the authority to cause the Limited  Partnership  to (i)
remove a Managing Partner, or (ii) appoint a successor Managing Partner pursuant
to Section 6.2 of the Production Partnership Agreement.

      H. No creditor who makes a nonrecourse loan to the Limited Partnership may
have or  acquire,  at any time as a result of making  the  loan,  any  direct or
indirect interest in the profits, capital or property of the Limited Partnership
other than as a secured creditor.




                                      -19-
<PAGE>




      Section 4.6.  Duties and Obligations of the General Partners
      ------------------------------------------------------------


      The General Partners shall:

            (i) use their best efforts to take all actions that may be necessary
      or appropriate  for the  continuation of the Limited  Partnership's  valid
      existence as a limited  partnership or partnership in commendam  under the
      laws of the  State  and the laws of any  other  jurisdiction  in which the
      Limited  Partnership  is  doing  business,  and  for the  acquisition  and
      holding,   in  accordance  with  the  provisions  of  this  Agreement  and
      applicable  laws  and   regulations,   of  the  interest  of  the  Limited
      Partnership in the Production Partnership;

            (ii) devote to the Limited Partnership the time that they shall deem
      to be necessary to conduct the Limited Partnership's  business and affairs
      in the best interests of the Limited Partnership;

            (iii) be  under a  fiduciary  duty and  obligation  to  conduct  the
      affairs of the Limited  Partnership  in the best  interests of the Limited
      Partnership,  including the safekeeping and use of all Limited Partnership
      funds and assets (whether or not in the immediate possession or control of
      the General  Partners)  and the use thereof for the benefit of the Limited
      Partnership;

            (iv) at all times act with integrity and good faith and exercise due
      diligence in all activities relating to the conduct of the business of the
      Limited Partnership and in resolving conflicts of interest;

            (v) use their best efforts at all times to maintain their  aggregate
      net worth at a level that is  sufficient  to meet all  present  and future
      requirements set by statute,  Treasury  Regulations,  the Internal Revenue
      Service or the courts to ensure that the Limited Partnership will not fail
      to be classified for Federal income tax purposes as a partnership,  rather
      than as an  association  taxable as a  corporation,  on account of the net
      worth of the General Partners;



                                      -20-
<PAGE>



            (vi) prepare or cause to be prepared and shall file on or before the
      due  date (or any  extension  thereof)  any  Federal,  state or local  tax
      returns required to be filed by the Limited Partnership;

            (vii) cause the Limited  Partnership to pay any taxes payable by the
      Limited Partnership;

            (viii) use their best efforts to cause the Limited Partnership (or a
      new  limited  partnership  having  the  same  provisions  as  the  Limited
      Partnership)  to  be  formed,  reformed,  qualified  to  do  business,  or
      registered  under any  applicable  assumed or  fictitious  name statute or
      similar  law in any  state in which  the  Limited  Partnership  then  owns
      property  or  transacts   business,   if  such   formation,   reformation,
      qualification  or  registration is necessary or advisable in its counsel's
      opinion to protect the  limited  liability  of the Limited  Partners or to
      permit the  Limited  Partnership  lawfully  to own  property  or  transact
      business;

            (ix)  from time to time,  prepare  and file all  amendments  to this
      Agreement and other similar documents that are required by law to be filed
      and  recorded  for any reason,  in the office or offices that are required
      under  the laws of the  State or any  other  state  in which  the  Limited
      Partnership is then formed or qualified;

            (x) do all other acts and things (including  making  publications or
      periodic  filings of this Agreement or amendments  hereto or other similar
      documents without the necessity of mailing or delivering copies of them to
      each Limited  Partner)  that may now or hereafter be deemed by the General
      Partners to be necessary,

                  (a)  for  the  perfection  and  continued  maintenance  of the
            Limited  Partnership as a limited  partnership under the laws of the
            State,

                  (b) to protect the limited  liability of the Limited  Partners
            under the laws of the State  and  other  jurisdictions  in which the
            Limited Partnership is doing business, and

                  (c) subject to Section 7.3G of this  Agreement,  to cause this
            Agreement, certificates or other documents to reflect accurately the
            agreement of the Partners,  the identity of the Limited Partners and
            the General  Partners  and the amounts of their  respective  Capital
            Contributions;



                                      -21-
<PAGE>




            (xi) monitor the activities of the Production  Partnership  and keep
      the  Limited  Partners  informed  of them in the manner  provided  in this
      Agreement;

            (xii) from time to time submit to any appropriate  state  securities
      administrator all documents, papers, statistics and reports required to be
      filed with or submitted to such state securities administrator; and

            (xiii)  inform  each  Limited  Partner  of  all  administrative  and
      judicial  proceedings  for an  adjustment  at the Limited  Partnership  or
      Production Partnership level for partnership tax items and forward to each
      Limited  Partner  within 30 days of receipt all notices  received from the
      Internal Revenue Service regarding the commencement of a partnership level
      audit or a final partnership administrative adjustment, and to perform all
      other duties  imposed by Sections 6221 through 6232 of the Code on Geodyne
      Properties as "tax matters partner" of the Limited Partnership,  including
      (but not  limited to) the  following:  (a) the power to conduct all audits
      and  other  administrative  proceedings  (including  windfall  profit  tax
      audits) with respect to Limited  Partnership  tax items;  (b) the power to
      extend the statute of limitations for all Partners with respect to Limited
      Partnership  tax  items;  and (c) the  power  to file a  petition  with an
      appropriate federal court for review of a final partnership administrative
      adjustment.  Geodyne  Properties,  as "tax matters partner," shall consult
      with PW Energy with respect to the  performance  of all its duties in such
      capacity.

      Section 4.7.  Compensation of the General Partners
      --------------------------------------------------

      A.  Except as provided in  Articles  Four and Five,  the General  Partners
shall not, either in their capacity as General  Partners or in their  individual
capacity, receive any salary, fees or profits from the Limited Partnership.

      B. In  consideration  of their payment of Organization and Offering Costs,
the General Partners shall be paid by the Limited Partnership an amount equal to
3% of the Limited  Partners'  Capital  Contributions  which the General Partners
shall  allocate  between them as provided in Section  3.6. The General  Partners
shall be reimbursed by the Limited  Partnership  for General and  Administrative
Costs and Direct  Administrative Costs incurred by them on behalf of the Limited
Partnership,  and such costs shall be allocated  among the Partners as set forth
in Section 5.2 of this Agreement.  The General Partners shall be paid any excess



                                      -22-
<PAGE>




of interest income over the costs incurred in connection with the maintenance of
the reinvestment account referred to in Section 5.1(B)(i).

      Section 4.8.  Contracts with the General Partners and Affiliates
      ----------------------------------------------------------------

      All services  provided to the Limited  Partnership by a General Partner or
any  Affiliate  for  which it is  compensated  shall be  embodied  in a  written
contract   precisely   setting  forth  the  services  to  be  rendered  and  the
compensation  to be paid.  Each contract  relating to a transaction  between the
Limited  Partnership  and any General  Partner or any Affiliate  shall contain a
provision  which  shall  permit  termination  of the  contract  by  the  Limited
Partnership without penalty on 30 days' prior written notice.

      Section 4.9.  Other Operations
      ------------------------------

      The General  Partners and their  Affiliates  shall at all times be free to
engage in all aspects of the oil, gas and natural  resources  business for their
own accounts and for the accounts of others.  Without limiting the generality of
the foregoing, the General Partners and their Affiliates shall have the right to
organize and operate  other  partnerships,  joint  ventures or other oil and gas
investment  programs  similar  to the  Limited  Partnership  or  the  Production
Partnership.

      Section 4.10.  Prosecution, Defense and Settlement of Claims;
                     Indemnification
      ------------------------------------------------------------

      A. The General  Partners  shall  arrange to prosecute,  defend,  settle or
compromise actions at law or in equity at the expense of the Limited Partnership
as may  be  necessary  to  enforce  or  protect  the  interests  of the  Limited
Partnership.  The General Partners shall satisfy any judgment,  decree, decision
or settlement,  first, out of any insurance proceeds available  therefor,  next,
out of the Limited  Partnership  assets and  income,  and,  finally,  out of the
assets of the General Partners.

      B. In any threatened,  pending or completed action,  suit or proceeding to
which the General  Partners are a party or are  threatened to be made a party by
reason of the fact that they are the General Partners of the Limited Partnership
(other than an action by or in the right of the Limited Partnership) involving


                                      -23-
<PAGE>



an alleged  cause of action for damages  arising from the  performance  of their
duties under this  Agreement or other  activities  relative to the management of
the Limited  Partnership,  the Limited  Partnership  shall indemnify the General
Partners against expenses, including attorneys' fees, judgments and amounts paid
in settlement,  actually and reasonably incurred by them in connection with such
action,  suit or  proceeding  if they acted in good  faith and in a manner  they
reasonably believed to be in the best interests of the Limited Partnership,  and
provided that their conduct does not constitute  negligence or  misconduct.  The
termination of any action,  suit or proceeding by judgment,  order or settlement
shall not of itself create a presumption  that the General  Partners did not act
in good faith and in a manner which they  reasonably  believed to be in the best
interests of the Limited Partnership.

      C. In any  threatened,  pending or  completed  action or suit by or in the
right of the Limited  Partnership,  to which the General Partners are a party or
are  threatened  to be made a party,  involving an alleged  cause of action by a
Limited  Partner or Limited  Partners for damages arising from the activities of
the General Partners in the performance of management of the internal affairs of
the Limited  Partnership as prescribed in this Agreement or by law, or both, the
Limited  Partnership  shall  indemnify the General  Partners  against  expenses,
including   attorneys'  fees,  actually  and  reasonably  incurred  by  them  in
connection  with the defense or  settlement of such action or suit if they acted
in good  faith  and in a  manner  they  reasonably  believed  to be in the  best
interests of the Limited  Partnership  as specified in this  subsection,  except
that no  indemnification  shall be made in respect of any claim, issue or matter
as to which the General  Partners' course of conduct  constituted  negligence or
misconduct.

      D. To the extent that the General  Partners  have been  successful  on the
merits or otherwise in defense of any action,  suit or proceeding referred to in
Sections 4.1OB or 4.1OC of this Agreement,  or in defense of any claim, issue or
matter  therein,  the  Limited  Partnership  shall  indemnify  them  against the
expenses, including attorneys' fees, actually and reasonably incurred by them in
connection therewith.

      E. Any  indemnification  under Section 4.1OB and 4.1OC of this  Agreement,
unless  ordered by a court,  shall be made by the  Limited  Partnership  only as
authorized in the specific  case and only upon a  determination  by  independent
legal counsel in a written opinion that  indemnification of the General Partners
is proper in the circumstances  because they have met the applicable standard of
conduct set forth in Sections 4.1OB or 4.1OC of this Agreement.




                                      -24-
<PAGE>





      F. The Limited  Partnership  shall not incur the costs of that  portion of
insurance  which insures the General  Partners for any liability as to which the
General Partners are prohibited from being indemnified under Section 4.10.

      Section 4.11.  Dealer Manager
      -----------------------------

      The Dealer Manager shall have no duties,  responsibilities  or obligations
to the Limited  Partnership,  the General  Partners or any Limited  Partner as a
consequence of its right to receive  Commissions,  except to the extent provided
under the  Securities  Act of 1933,  as  amended.  The  Dealer  Manager  has not
assumed,  and will not assume,  any  responsibility  with respect to the Limited
Partnership  nor will it be  permitted  by the  General  Partners  to assume any
duties, responsibilities or obligations regarding the management,  operations or
any of the business affairs of the Limited Partnership subsequent to the date on
which the Limited Partnership is Activated.

                                  ARTICLE FIVE
                       Distributions, Fees and Allocations
                       -----------------------------------


      Section 5.1.  Distributions of Limited Partnership Funds
      --------------------------------------------------------

      A. The Distributable Cash of the Limited  Partnership shall be distributed
simultaneously to the Limited Partners (either directly to such Limited Partners
or as they shall direct by their notice to the General Partners  pursuant to the
reinvestment option set forth in Section 5.lB of this Agreement) and the General
Partners  promptly  upon  receipt  of cash  distributions  from  the  Production
Partnership.  Each Partner's share of each such distribution shall be determined
after giving effect to the allocations set forth in Sections 5.2 and 5.3 of this
Agreement, except that (i) any Distributable Cash attributable to the receipt by
the Production  Partnership  of investment  income (as defined in the Production
Partnership  Agreement)  shall be distributed  100% to the Limited Partners and,
(ii) any  Distributable  Cash  which is  attributable  to a return  pursuant  to
Section 3.4 shall be distributed  entirely to those Limited Partners (other than
corporate  affiliates of Geodyne  Resources,  Inc. or the Dealer  Manager or any
purchasers  of  Units  therefrom  with  respect  to  the  distribution  of  cash
contributed by the Managing Partners to the Production  Partnership  pursuant to
Section  3.4  of  the  Production   Partnership  Agreement  or  to  the  Limited
Partnership by the General Partners pursuant to Section



                                      -25-
<PAGE>




3.4)  who  are,  at  the  time  of  the  distribution,   Limited  Partners.  All
distributions of Distributable Cash shall reduce  dollar-for-dollar the balances
of the Partners' Capital Accounts.

      B.

            (i)  Except in North  Carolina  and  Texas,  prior to the first cash
      distribution  by the Limited  Partnership,  each  Limited  Partner will be
      given an  opportunity  to elect to have all or a portion  of such  Limited
      Partner's cash  distributions  (1) paid directly to the Limited Partner in
      cash,  or (2)  held in a  reinvestment  account  established  for  Limited
      Partners of the Limited  Partnership,  any Prior Limited  Partnerships and
      any Subsequent Limited Partnership, any Prior Limited Partnerships and any
      Subsequent  Limited  Partnerships  pending the  reinvestment  of such cash
      distributions in a minimum amount of $100 (with  reinvestment in excess of
      such  minimum  being  permitted  in  whole  increments  of  $100)  in  any
      Subsequent  Limited  Partnership.  After  receipt of the  Prospectus  with
      respect to any Subsequent  Limited  Partnership,  each Limited Partner may
      revoke  such  Limited  Partner's  prior  election  to  have  such  Limited
      Partner's cash distributions held in the reinvestment  account invested in
      the Subsequent Limited  Partnership.  Such revocation shall be made by the
      Limited Partner's delivery to the Limited  Partnership of a written notice
      of revocation. On or before 30 days prior to the reinvestment of a Limited
      Partner's cash  distributions  in a Subsequent  Limited  Partnership,  the
      General  Partners  shall provide each Limited  Partner who has  previously
      elected to have cash distributions from the Limited Partnership reinvested
      in a Subsequent Limited Partnership,  and who has $100 or more held in the
      reinvestment  account on such  Limited  Partner's  behalf,  a form for the
      Limited Partner to provide the Limited  Partnership such written notice of
      revocation.  The  cash  distributions  of a  Limited  Partner  held in the
      reinvestment  account  shall at all times be the  property  of the Limited
      Partner, and the Limited Partner may withdraw such cash distributions held
      in the reinvestment  account on such Limited  Partner's behalf upon thirty
      days' prior written notice to the Limited  Partnership.  No interest shall
      be payable to Limited  Partners on the amount of their cash  distributions
      held in such reinvestment  account;  provided,  however,  that the General
      Partners  shall hold the  Limited  Partners  harmless  against  any losses
      sustained  therein  and  the  General  Partners  shall  deposit  into  the
      reinvestment  account an amount  equal to any loss  suffered  by a Limited
      Partner prior to the earlier of the time the Limited Partner withdraws the
      Limited Partner's share or an investment in a



                                      -26-
<PAGE>




      Subsequent  Limited  Partnership is made on behalf of the Limited Partner.
      Prior to investment in a Subsequent Limited Partnership or distribution of
      such  funds,  monies held in the  reinvestment  account may be invested in
      investments  permitted under Section 9.3 of this Agreement.  Any costs and
      interest  income  attributable  to the  maintenance  of  the  reinvestment
      account shall be charged or paid, as the case may be, 50% to PW Energy and
      50% to Geodyne Properties.

            (ii) Cash distributions  held in the reinvestment  account on behalf
        of a Limited Partner will be delivered to such Limited  Partner,  and no
        investment  in a  Subsequent  Limited  Partnership  will be made on such
        Limited  Partner's  behalf,  upon (1) a decision by the General Partners
        not to  offer,  or  continue  the  offering  of,  a  Subsequent  Limited
        Partnership or (2) a decision by such Limited Partner not to invest in a
        Subsequent  Limited  Partnership.  Subject to the Limited  Partnership's
        receipt  of  a  Limited   Partner's  written  notice  of  revocation  or
        withdrawal  referred  to  in  Section  5.1B(i),   amounts  held  in  the
        reinvestment  account  on  behalf  of a  Limited  Partner  which are not
        reinvested  in a Subsequent  Limited  Partnership  (either  because such
        amount is less than $100 or is in excess of a whole  increment  of $100)
        shall remain in such reinvestment account.

            (iii) A Limited  Partner's cash distribution will be reinvested in a
        Subsequent Limited Partnership only if a registration statement covering
        interests in the Subsequent  Limited  Partnership is in effect under the
        Securities  act of 1933, the offering of interests is qualified for sale
        under the applicable state securities laws and the Limited Partner meets
        the  appropriate   suitability  standards.   The  General  Partners  may
        terminate   their   offering  of  interests  in  a  Subsequent   Limited
        Partnership at any time and will have no obligation to continue to offer
        interests or to permit  reinvestment of Distributable  Cash therein.  In
        the  event  the  General  Partners  or their  Affiliates  offer  limited
        partnership  interests in limited partnerships other than the Subsequent
        Limited  Partnerships  and provide  Limited  Partners the opportunity to
        reinvest cash distributions from the Limited Partnership in such limited
        partnerships,  the terms and  conditions of such  reinvestment  shall be
        determined  by  the  General  Partners  or  their  Affiliates  in  their
        discretion   (which  may  differ  from  the  terms  and   conditions  of
        reinvestment in Subsequent Limited Partnerships provided herein).




                                      -27-
<PAGE>




      Section 5.2.  Allocation of Profits and Losses
      ----------------------------------------------

      A. The  Profits  and  Losses and each item of Income,  gain,  loss,  cost,
deduction  and  credit  of the  Limited  Partnership  shall  be  determined  and
allocated with respect to each Fiscal Year of the Limited Partnership as of, and
within 75 days after, the end of such Fiscal Year.

      B. Direct  Administrative Costs and General and Administrative Costs shall
be  allocated  to, and borne by, the  Partners  as  follows:  90% to the Limited
Partners  and 10% to the  General  Partners  prior  to,  and 85% to the  Limited
Partners  and 15% to the  General  Partners  after,  Payout  (as  defined in the
Production Partnership Agreement).

      C. Except as set forth in Section  5.2B,  Profits and Losses and each item
of Income,  gain,  loss, cost,  deduction and credit of the Limited  Partnership
shall be allocated between the Partners and credited to or charged against their
Capital Accounts in the following ratio:

       Limited Partners
       (including the General
       Partners to the extent
       they purchase Units)               99%

       Geodyne Properties and
       PW Energy (in the aggregate)        1%

      The General  Partners shall allocate  between  themselves  their aggregate
Interest in a manner such that PW Energy shall be  allocated a percentage  equal
to PW  Production's  percentage  sharing  ratio  in the  Production  Partnership
determined under Section 5.3B(i) of the Production  Partnership  Agreement,  and
the  remaining  amount  shall be allocated  to Geodyne  Properties.  The General
Partners  may amend this  Agreement  to  provide  for any  different  allocation
between themselves at their discretion.

      D. The General  Partners  may not be required to  contribute  funds to the
Limited  Partnership  to pay for Limited  Partnership  costs  allocated  to them
except to the extent necessary to pay costs referred to in Section 5.2B.

      E.  Notwithstanding  anything to the  contrary  that may be  expressed  or
implied in this Agreement, the interest of the General Partners in each material
item of Partnership Income, gain, loss, deduction or credit shall be equal to at
least one percent of each such item at all times during the existence of



                                      -28-
<PAGE>




the Partnership. In determining the General Partners' interest in such items for
the purpose of this Section 5.2E, units of limited partnership interest owned by
the General Partners shall not be taken into account.

      Section 5.3.  Determinations of Allocations and Distributions Among
                    Partners
      -------------------------------------------------------------------

      A. Except as set forth in Section 5.lA, all Distributable Cash distributed
to the Limited Partners, as a class, and all Profits and Losses and each item of
Income, gain, loss, cost, deduction or credit allocated to the Limited Partners,
as a class,  shall be  distributed  or  allocated,  as the case may be,  to each
Limited  Partner  in the ratio that the  Capital  Contribution  of such  Limited
Partner bears to the total Capital Contributions of all Limited Partners.

      B. Distributable  Cash, Profits and Losses and each item of Income,  gain,
loss, cost,  deduction or credit  distributed or allocated to the Partners shall
be  distributed  or  allocated,  as the case  may be,  to the  Persons  who were
Partners, subject to the provisions of Section 10.2 of this Agreement, as of the
last day of the fiscal period for which the  distribution or allocation is to be
made,  except  that in any fiscal  period in which a Partner  sells,  assigns or
transfers  all or any part of such  Partner's  Interest to any Person who during
the fiscal period is admitted as a Substituted  Partner, the Distributable Cash,
Profits  and Losses and each item of Income,  gain,  loss,  cost,  deduction  or
credit  attributable to the Interest so sold,  assigned or transferred  shall be
allocated  between the  transferor and the transferee on the basis of the number
of  days in the  fiscal  period  before  the  admission,  and on and  after  the
admission, of the transferee as a Substituted Partner;  provided,  however, that
the  Distributable  Cash  attributable to a Sale of a Producing  Property by the
Production  Partnership  shall be distributed to those Partners who are Partners
on the day the  distribution  of such  Distributable  Cash  occurs.  The General
Partners  shall inform the Limited  Partners of the  occurrence and terms of any
such Sale by the Production  Partnership as soon as practicable  after such Sale
has been consummated.

      C.  The  Limited  Partnership's  share  of  the  Production  Partnership's
adjusted basis in each of its Producing  Properties  (allocated  pursuant to the
Managing  Partners'  and  the  Limited  Partnership's  interests  in  Production
Partnership  capital  at the date of  acquisition  of the  respective  Producing
Properties)  shall be allocated  pursuant to Section 613A(c) (7) (D) of the Code
among the Partners in proportion to the interest of each in the



                                      -29-
<PAGE>




Limited Partnership capital ultimately used to acquire that property.

      D. All items of Income,  gain,  loss,  deduction and credit  allowable for
Federal  income tax purposes and all  recapture of such  deductions  and credits
shall be  allocated  and charged or credited to the  Partners in the same manner
that the revenues,  costs or expenses giving rise to such items of Income, gain,
loss,  deduction  and credit  are  allocated  and  charged.  Federal  income tax
deductions  for cost or  percentage  depletion  with  respect  to any  Producing
Property shall be determined at the Partner level and shall be determined in the
case of  percentage  depletion on the same basis that Income from the  Producing
Property is allocated.

      E. The Capital  Account of each Partner  shall be credited or debited with
its  Capital  Contribution  and  distributions  of  Distributable  Cash,  by the
adjusted basis of partnership property distributed in kind and with its share of
Income,  gain,  loss,  and  deductions  of the Limited  Partnership.  Solely for
purposes of making  adjustments  to Capital  Accounts,  the Limited  Partnership
shall compute a simulated depletion allowance on each oil and gas property using
that method,  as between the cost depletion  method or the percentage  depletion
method  (without  regard to  limitations  which could apply to less than all the
Partners  such as the quantity  limitations  of Code Section  613A(c)(3))  which
results in the greatest simulated depletion allowance. The Limited Partnership's
simulated depletion allowance shall reduce each Partner's Capital Account in the
same  proportion as such Partner's  share of the adjusted basis of such property
as determined in Section 5.3C above. In no event shall the Limited Partnership's
aggregate simulated  depletion  allowances with respect to a property exceed the
Limited  Partnership's  adjusted basis in such property  (maintained  solely for
Capital  Account  purposes).  Upon  the  taxable  disposition  of all oil or gas
property by the Limited  Partnership,  the  Limited  Partnership's  gain or loss
shall be determined  (solely for Capital  Account  purposes) by subtracting  its
adjusted basis in such property (maintained solely for Capita1 Account purposes)
from the amount  realized from such  disposition.  Any resultant  simulated gain
shall be  allocated  to the  Partners in the same manner as that  portion of the
amount realized from such  disposition  which exceeds the Limited  Partnership's
adjusted basis in such property (maintained solely for Capital Account purposes)
is allocated to the Partners and shall increase such Partners'  Capital Accounts
accordingly.  Any resultant simulated loss shall be allocated to the Partners in
the same  proportion as such Partners (or their  predecessors  in interest) were
allocated  adjusted  basis under  Section 5.3C with respect to such property and
shall reduce such Partners' Capital Accounts accordingly.




                                      -30-
<PAGE>





      F. The  Capital  Accounts  of those  Partners  which are  charged  with an
expense  shall be  credited  with any portion of that  expense  which is finally
determined,  judicially or  administratively,  to be  nondeductible  for Federal
income tax purposes,  less any  amortization  or depreciation  thereof  incurred
prior to the date that the credit is made.

                                   ARTICLE SIX
                 Non-Transferability of General Partner Interest
                 -----------------------------------------------

      Section 6.1.  Non-Transferability of General Partner Interest
      -------------------------------------------------------------

      Except as  provided  in Section  6.2B,  a General  Partner  (including  by
definition  any successor  General  Partner) shall not have the right to retire,
withdraw, transfer or assign its General Partner Interest, except that there may
be substituted  in its stead as General  Partner any entity that has, by merger,
consolidation or otherwise,  acquired substantially all of its assets or capital
stock and continued its business.

      Section 6.2.  Removal of General Partners
      -----------------------------------------

      A.  Subject to Section  11.3 of this  Agreement,  upon the Consent of more
than 50% in  Interest  (as to capital  and  Profits  and  Losses) of the Limited
Partners

            (i) the power shall be vested in the Limited  Partners to (a) remove
      any or all General Partners and (b) cause the General Partners,  on behalf
      of the Limited Partnership, to Remove any Managing Partner.

            (ii) (a) The power shall be vested in each General Partner to Remove
            the other  General  Partner,  and pursuant to Section  l0.1A of this
            Agreement admit a successor general partner,  for "Cause" as defined
            in Section 6.2A(ii)(b), but for no other reason.

                  (b)  "Cause"  for  purposes  of Section  6.2A(ii)(a)  shall be
            deemed  to exist  only (i)  when a court of  competent  jurisdiction
            shall have made a final  determination  (which  determination is not
            successfully  appealed)  that a General  Partner  has been guilty of
            gross negligence, fraud, intentional misconduct or similar breach of
            fiduciary responsibility in carrying




                                      -31-
<PAGE>




            out its duties as a General  Partner,  or (ii) a General  Partner is
            dissolved or  liquidated on account of insolvency or any other event
            occurs  resulting  in the  appointment  of a trustee or receiver who
            acquires  control of the  affairs of such  General  Partner  for the
            purpose of dissolution or liquidation on account of insolvency,  and
            such  trustee  or  receiver  is not  dismissed  within 90 days after
            appointment  of such trustee or  receiver,  or (iii) (a) a report on
            the  audited  financial  statements  of a  General  Partner  and its
            consolidated  corporate  affiliates  is  issued  by the  independent
            accountants  for such  General  Partner that is qualified on a going
            concern basis, or (b) either General Partner requests an audit to be
            performed  of  the  other  General  Partner  and  its   consolidated
            corporate  affiliates by the  independent  accountants for the other
            General Partner (the expense of such audit being paid by the General
            Partner  requesting  the  audit),  and  such  audit  results  in the
            issuance of an opinion with respect to the  financial  statements of
            the other General Partner and its consolidated  corporate affiliates
            for the period  ending,  and as of, the most recent  date  feasible,
            that is qualified on a going concern basis.

      B. (i) In the event  that a General  Partner  is  Removed  by the  Limited
      Partners  or the other  General  Partner,  the Removed  General  Partner's
      Interest  in the Limited  Partnership  shall be  transferred  to the other
      General Partner, and the other General Partner shall assign to the Removed
      General  Partner  a  portion  of  Limited  Partnership  Income,  costs and
      Distributable Cash as and when such items are allocated or distributed, as
      the case  may be,  by the  Limited  Partnership  equal  to the  percentage
      interest of the Removed General Partner in the Limited  Partnership  prior
      to its Removal.

            (ii) If the Limited  Partners elect to Remove a sole General Partner
      as  permitted  under this  Section,  and  further  elect to  continue  the
      business of the Limited  Partnership  with one or more  successor  General
      Partners,  the  removed  General  Partner  shall  not be  Removed  until a
      successor  General  Partner has been selected by the Limited  Partners and
      admitted  to the  Limited  Partnership  pursuant  to Section  10.2 of this
      Agreement.

            (iii) In the  event  the sole  General  Partner  is  Removed  by the
      Limited Partners and a successor  General Partner  selected,  the incoming
      General   Partner  and  the  Removed  General  Partner  shall,  by  mutual
      agreement, select an




                                      -32-
<PAGE>




      independent  petroleum  consultant to value the Removed General  Partner's
      Interest  in the  Limited  Partnership.  In  determining  the value of the
      General  Partner's  Interest,  the  independent  consultant will take into
      account  appropriate  discount factors in light of the risk of recovery of
      oil and gas  reserves,  and, in any event,  will  utilize a "risk  factor"
      discount  no less than that  utilized in the most  recent  offer  extended
      pursuant to Section 7.5 of the  Agreement,  if any. The  incoming  General
      Partner, or the Limited Partnership,  shall have the option to purchase at
      least 20% of the  interests of the Removed  General  Partner for the value
      determined by the independent  appraisal.  The Removed  General  Partner's
      Interest in the Limited  Partnership shall be transferred to the successor
      General  Partner,  and the successor  General  Partner shall assign to the
      Removed General Partner a portion of Limited Partnership Income, costs and
      Distributable Cash as and when such items are allocated or distributed, as
      the case  may be,  by the  Limited  Partnership  equal  to the  percentage
      interest of the Removed General Partner in the Limited  Partnership  prior
      to Removal, less the portion purchased by the successor General Partner or
      the Limited Partnership.

            (iv) If the Limited  Partners  have Removed a General  Partner,  the
      power shall be vested in the Limited  Partners to Consent to the admission
      of a successor General Partner meeting the requirements of Section 6.2B(v)
      of this Agreement to take the place of a Removed  General Partner upon the
      consent  of more than 50% in  Interest  (as to  capital  and  Profits  and
      Losses) of the Limited Partners.

            (v) If there is  admitted  to the  Limited  Partnership  a successor
      General  Partner,  such admission  shall not become  effective  unless the
      Limited Partnership shall have received a certificate, duly executed by or
      on behalf of such proposed successor General Partner,  to the effect that:
      (a) it is experienced in performing (or employs  sufficient  personnel who
      are experienced in performing)  functions of the type then being performed
      by the Removed General  Partner and (b) it has a net worth,  together with
      the net worth of any remaining General Partner,  sufficient to satisfy the
      net worth  requirements of the Code,  Treasury  Regulations,  the Internal
      Revenue Service or the courts applicable to a general partner in a limited
      partnership in order to ensure that the Limited  Partnership will not fail
      to be classified for Federal income tax purposes as a partnership.




                                      -33-
<PAGE>





            (vi) Notwithstanding  Section 3.7B, any General Partner who shall be
      Removed from the Limited  Partnership  shall be released by the  remaining
      General  Partner and any successor  General Partner from all liability for
      Limited  Partnership  debts  and  obligations   incurred  by  the  Limited
      Partnership prior to the time of such Removal.

      Section 6.3.  Incapacity of a General Partner
      ---------------------------------------------

      A. In the event of the Incapacity of a sole General  Partner,  the Limited
Partnership shall be dissolved. However, within 90 days thereafter the remaining
Partners may elect to reconstitute the Limited  Partnership prior to application
of the liquidation provisions of Section 8.2.

      B. Upon the Incapacity of a General  Partner,  the Person who is its legal
representative shall have all the rights of a General Partner for the purpose of
settling  or  managing  its estate and such power as the  Incapacitated  General
Partner  possessed  to assign all or any part of its  Interest  and to join with
such assignee in  satisfying  conditions  precedent to such assignee  becoming a
Substituted Partner.

      Section 6.4.  Termination of Contracts with General Partner or
                    Managing Partners
      --------------------------------------------------------------

      Subject to and upon  fulfilling  the conditions of Section 11.3, the power
shall be  vested in the  Limited  Partners  to  terminate  any or all  contracts
between the General Partners or any Affiliate and the Limited Partnership, or to
cause the General Partners,  on behalf of the Limited Partnership,  to terminate
any contracts  between the Managing Partners or any Affiliate and the Production
Partnership, and select, or cause the General Partners, on behalf of the Limited
Partnership,  to select, as the case may be, a replacement  Person therefor upon
the Consent of more than 50% in Interest of the Limited Partners.


                                      -34-
<PAGE>



                                  ARTICLE SEVEN
                  Transferability of Limited Partner's Interest
                  ---------------------------------------------

        Section 7.1.  Transferability of Limited Partner's Interest
        -----------------------------------------------------------

      A. A Limited  Partner  shall not have the right to retire or withdraw from
the  Limited  Partnership.  Except as provided  in this  Section  7.1, a Limited
Partner's  Interest  shall be  transferable  so long as the  transfer is made in
accordance with all applicable laws.

      B. In no event  shall all or any part of a Limited  Partner's  Interest be
assigned or transferred to a minor or an incompetent  except in trust or by will
or intestate  succession  or to any Person not  qualified  to hold  interests in
federal leases.

      C. No purported sale,  assignment or transfer by a transferor  after which
the  transferor  would  continue  to hold an  Interest  representing  a  Capital
Contribution of less than $1,000 will be permitted or recognized for any purpose
without the Consent of the General Partners, which Consent shall be granted only
for good cause shown.

      D. No sale,  exchange,  transfer  or  assignment  of a  Limited  Partner's
Interest shall be made if in the opinion of counsel to the Limited  Partnership,
such  sale,  exchange,  transfer  or  assignment,  would (i)  cause the  Limited
Partnership to lose its status as a partnership for Federal income tax purposes,
or (ii) violate the Securities Act of 1933, as amended,  or any state securities
or "blue sky" laws (including any investor  suitability  standard  applicable to
the Limited  Partnership or the Interest to be sold,  exchanged,  transferred or
assigned).

      Section 7.2.  Incapacity of Limited Partners
      --------------------------------------------

      If a Limited  Partner becomes  Incapacitated,  the Person who is its legal
representative shall have all the rights of a Limited Partner for the purpose of
settling  or  managing  its estate and such power as the  Incapacitated  Limited
Partner  possessed  to assign all or any part of its  Interest  and to join with
such assignee in  satisfying  conditions  precedent to such assignee  becoming a
Substituted  Limited  Partner.  The  Incapacity  of a Limited  Partner shall not
dissolve the Limited Partnership.




                                      -35-
<PAGE>





      Section 7.3.  Assignees and Substituted Limited Partners
      --------------------------------------------------------

      A. The  Limited  Partnership  shall  not  recognize  for any  purpose  any
purported sale, assignment or transfer of all or any fraction of the Interest of
a Limited  Partner unless the provisions of Section 7.1 shall have been complied
with and there  shall  have been  filed  with the  Limited  Partnership  a dated
Notification of such sale, assignment or transfer,  executed and acknowledged by
both  the  seller,  assignor  or  transferor  and  the  purchaser,  assignee  or
transferee and such  Notification  (i) contains the acceptance by the purchaser,
assignee or transferee of all of the terms and  provisions of this Agreement and
(ii)  represents  that such sale,  assignment or transfer was made in accordance
with all applicable laws and regulations. Any sale, assignment or transfer shall
be  recognized  by the  Limited  Partnership  as  effective  on the date of such
Notification  if the date of such  Notification is within 30 days of the date on
which such  Notification  is filed with the Limited  Partnership,  and otherwise
shall be recognized as effective on the date such Notification is filed with the
Limited Partnership.

      B. Any Limited  Partner which shall assign all of its Interest shall cease
to be a Limited  Partner,  except that,  unless and until a Substituted  Limited
Partner is admitted in its stead,  such assigning  Limited  Partner shall retain
the statutory rights and obligations of a Limited Partner under the Act.

      C. A Person who is the  assignee of all or any fraction of the Interest of
a Limited  Partner shall be subject to all the  provisions of this Article Seven
to the same  extent and in the same manner as any  Limited  Partner  desiring to
make an assignment of its Interest.

      D. Any purchaser,  assignee,  transferee,  donee,  heir,  legatee or other
recipient  of an Interest  shall be admitted  to the  Limited  Partnership  as a
Substituted Limited Partner only with the Consent of the General Partners, which
Consent may be granted or  withheld  by the  General  Partners at their sole and
absolute discretion.

      The admission of such Person as a  substituted  Partner shall be evidenced
by the execution by a General Partner of a certificate  evidencing the admission
of such Person as a Limited Partner and an amendment to this Agreement  executed
by a General  Partner  on its own  behalf,  as well as on  behalf of each  other
Limited  Partner,  pursuant to the power of attorney granted pursuant to Section
12.5 of this Agreement and recorded or filed in the proper records of the State.




                                      -36-
<PAGE>





      E. No Person shall become a Substituted  Limited Partner until such Person
shall have satisfied the requirements of Section 10.2; provided,  however,  that
for the purpose of allocating Profits,  Losses, and items of income, gain, loss,
cost,  deductions,  credits and Distributable Cash, a Person shall be treated as
having become, and as appearing in the records of the Limited  Partnership as, a
Limited Partner on such date as the sale,  assignment or transfer to such Person
was recognized by the Limited Partnership pursuant to Section 7.3A.

      F. Each Limited  Partner  shall  indemnify  and hold  harmless the Limited
Partnership, the General Partners and their Affiliates and every Limited Partner
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative  or  investigative,  by reason of or  arising  from any actual or
alleged  misrepresentation  or  misstatement of facts or omission to state facts
made (or  omitted to be made) by such  Limited  Partner in  connection  with any
assignment,  transfer, encumbrance or other disposition of all or any part of an
Interest,  or the  admission  of a  Substituted  Limited  Partner to the Limited
Partnership,  against  expenses for which the Limited  Partnership or such other
Person has not otherwise been reimbursed  (including attorneys' fees, judgments,
fines and amounts paid in settlement)  actually and reasonably incurred by it in
connection with such action, suit or proceeding.

      G. At the end of each calendar quarter in which (i) a Substituted  Limited
Partner has been  approved for  admission by the General  Partners or (ii) there
has been any return of the Capital  Contributions of the Limited  Partners,  the
General Partners shall file an amended  certificate of limited  partnership with
the  appropriate  authorities  of each  state in which the  Limited  Partnership
transacts business for the purpose of adding as Substituted Limited Partners all
assignees of Interests previously approved by the General Partners for admission
as  Substituted  Limited  Partners  and for  reflecting  accurately  the Capital
Contributions of the Limited Partners.

      H.    (i) Each  Limited  Partner  represents and warrants that such person
      does not own,  directly or  indirectly,  more than 20% of the  outstanding
      stock of the  General  Partners or any of their  Affiliates  as defined in
      Section 1504(a) of the Code.




                                      -37-
<PAGE>





            (ii) Each Limited Partner further represents and warrants that the
      following  statements  are  true:  (a)  if  such  Limited  Partner  is  an
      individual, such Limited Partner is a U.S. citizen, and is 21 years of age
      or older; if such Limited Partner is a partnership or an association,  all
      of its  members  are of such  citizenship;  if such  Limited  Partner is a
      corporation,  it is  authorized  and otherwise  duly  qualified to hold an
      Interest  in  the  Limited  Partnership;  (b)  such  Limited  Partner  has
      thoroughly  read the  Prospectus and this  Agreement and  understands  the
      nature of the risks involved in the proposed investment;  (c) such Limited
      Partner is  experienced  in  investment  and  business  matters;  (d) such
      Limited  Partner,  or in the case of an IRA or Employee  Benefit  Plan (as
      those  terms are  defined in the  Prospectus),  each  beneficiary  of such
      Limited  Partner has (x) a net worth,  exclusive of home,  furnishings and
      automobiles  of at least  $25,000  and had  during  the last tax year,  or
      estimates  that such Limited  Partner  will have during the current  year,
      "taxable  income" as defined in Section 63 of the Code, of $25,000 or more
      (income of $20,000 in California),  or (y) a net worth, exclusive of home,
      furnishings and automobiles of at least $90,000 ($75,000 in California) or
      (z) satisfies any more  restrictive  suitability  requirements  imposed by
      applicable  Blue Sky laws; (e) such Limited  Partner  recognizes  that the
      Limited  Partnership  will be newly  organized and will have no history of
      operations  or earnings  and is a  speculative  venture;  (f) such Limited
      Partner  understands that the  transferability  of such Limited  Partner's
      Interest(s)  in the  Limited  Partnership  is  restricted  pursuant to the
      provisions of the Agreement and that such Limited Partner cannot expect to
      be able to liquidate such Limited Partner's  investment readily in case of
      emergency;  and (g) unless otherwise  indicated in such Limited  Partner's
      Subscription Agreement and Power of Attorney,  such Limited Partner is the
      sole party in interest in such Limited Partner's Interest and, as such, is
      vested with all legal and equitable rights in such Interest.

            (iii) In the event  that the  General  Partners  believe  any of the
      representations  made by a Limited  Partner in Section 7.3H were untrue at
      the time of such Limited  Partner's  acquisition  of an Interest or if the
      General  Partners  believe  any of the  representations  made  in  Section
      7.3H(i)  and (ii)(a)  become  untrue at any time during the time that such
      Limited Partner is a Limited Partner,  the General Partners shall have the
      right,  exercisable  at their  sole  discretion,  within 60 days after the
      receipt of knowledge of such untruth or the recognition of such belief,




                                      -38-
<PAGE>




      to buy such Limited  Partner's  Interest in the Limited  Partnership  at a
      purchase price calculated in a manner identical to the manner set forth in
      Section  7.5 of this  Agreement.  In the event that the  General  Partners
      believe the  representation  contained in Section  7.3H(ii) (g) has become
      untrue at any time with respect to a Limited Partner, such Limited Partner
      shall immediately file with the General Partners (i) a statement signed by
      the Limited  Partner and the other  interested  parties  setting forth the
      nature  and the  extent of the  interest  of each,  and the  nature of the
      agreement between them, and (ii) such other information,  statements,  and
      grants of powers of attorney as may be requested by the General Partners.

      The effective  date of any purchase made pursuant to this Section shall be
the first day of the  calendar  month  during  which the General  Partners  give
notice to the  Limited  Partner  of their  desire to  exercise  their  rights of
purchase hereunder.

      Section 7.4.  Incapacity of a Limited Partner
      ---------------------------------------------
      Upon the Incapacity of a Limited  Partner or upon the seizure of a Limited
Partner's  Interest in the Limited  Partnership,  the  successor to such Limited
Partner's  Interest  ("Successor")  shall be deemed an assignee of such  Limited
Partner's  Interest in the Limited  Partnership  and neither the Limited Partner
nor the Successor shall have the right to demand immediate valuation and payment
of such Limited Partner's Interest.

      Section 7.5.  Right of Presentment
      ----------------------------------

      A. Each Limited  Partner who has subscribed for Units will have the option
subject to the terms and conditions set forth in this Section 7.5 to require the
General  Partners  to purchase  all of such  Limited  Partner's  Interest in the
Limited  Partnership,  provided  that the option may not be exercised  after the
date of any notice that will effect a dissolution and termination of the Limited
Partnership pursuant to Section 8.1 of this Agreement. The obligation of each of
PW Energy and Geodyne  Properties  to purchase  Units shall be joint and several
and shall be limited to an aggregate amount during any four  consecutive  fiscal
quarters equal to 1% of the Limited Partners' Capital  Contributions  (exclusive
of Capital  Contributions  made by either General Partner or an Affiliate in its
capacity  as a  Limited  Partner).  The  obligations  of  the  General  Partners
hereunder  shall be satisfied to the extent an Affiliate of a General Partner or
an partnership  sponsored by the General Partners or their  Affiliates  acquires
tendered Units. A Limited Partner may exercise the Limited Partner's option only
with respect to all of the Limited




                                      -39-
<PAGE>




Partner's  Interest.  Any such  exercise  shall be  effected  by a  Notification
thereof to the General Partners.  Prior to the expiration of twelve months after
the date on which 90% of the Limited Partners' Capital  Contributions  have been
expended by the  Production  Partnership,  such latter date being the "Valuation
Date," such Limited  Partner may,  subject to the terms and  conditions  of this
Section 7.5, sell such Limited  Partner's  Interest to the General Partners at a
purchase price equal to 75% of the Subscription amount therefor, less the amount
of any distributions of Distributable Cash to such Limited Partner.  Thereafter,
each such  Limited  Partner  may,  subject to the terms and  conditions  of this
Section 7.5, tender such Limited Partner's  Interest to the General Partners for
purchase  at a  price  determined  in  accordance  with  Section  7.5C  of  this
Agreement.

      B. Each  Limited  Partner  tendering  an Interest who does not revoke such
Limited  Partner's  election pursuant to Section 7.5D shall assign such Interest
to the purchaser  thereof  pursuant to the power of attorney granted the General
Partners in the  Subscription  Agreement and Power of Attorney  executed by such
Limited Partner. The purchase price for such Interests will be determined, as of
the close of business of the last day of the calendar  quarter  (the  "Effective
Date"),  with respect to all Interests  tendered to the General  Partners during
each such calendar quarter after the Valuation Date.

      C. The purchase  price to be paid for the Interest of any Limited  Partner
who tenders an Interest  pursuant to this Section 7.5 after the  Valuation  Date
will be determined by assuming the sale of all Production  Partnership  Property
and the subsequent liquidation of the Production Partnership pursuant to Section
8.2 of the Production  Partnership  Agreement and the liquidation of the Limited
Partnership  pursuant to Section 8.2 of this Agreement.  The hypothetical credit
balance in a Limited  Partner's  Capital Account shall be the purchase price for
such Limited Partner's  Interest;  provided,  however,  that such purchase price
shall be reduced by an amount equal to 70% of the distributions of Distributable
Cash received by such Limited  Partner on or before the date the Limited Partner
receives a check in payment for the Limited Partner's tendered Interest which is
attributable  to  sales  of  Production   Partnership   Hydrocarbon   production
attributable  to  Proved  Reserves  since  the date as of which  the  Production
Partnership's  Proved Reserves are calculated for purposes of this Section 7.5C.
In order to value the sale proceeds to be received  upon such assumed sale,  the
General  Partners  shall  employ the  petroleum  engineering  reports  and other
petroleum reserve information  referred to in Section 9.4C of this Agreement for
the end of the Fiscal Year  preceding  the  applicable  Effective  Date.  First,
future gross revenues expected to be derived from the production and sale of the
Proved




                                      -40-
<PAGE>




Reserves attributable to the Production Partnership Producing Properties will be
estimated  using either (i)  escalations of future sales prices of  Hydrocarbons
supplied by the General Partners (the "Escalated Case") or (ii) only escalations
of such future sales prices of Hydrocarbons  permitted by Regulation S-X adopted
by the  Securities  and Exchange  Commission  (the "SEC  Case"),  as the General
Partners may determine in their  discretion.  Next,  future net revenues will be
calculated by deducting  anticipated  expenses (including operating expenses and
other costs that will be incurred in producing and  marketing  such reserves and
any gross production, excise, windfall profit or other taxes, other than Federal
income taxes, based on the Hydrocarbon  production of the Production Partnership
or sales thereof)  (using either (i) escalations of future costs supplied by the
General  Partners in the event the General  Partners  adopted the Escalated Case
with respect to future  sales prices of  Hydrocarbons  or (ii)  constant  future
costs in the event the General  Partners  adopted  the SEC Case with  respect to
future sales prices of Hydrocarbons) from estimated future gross revenues.  Then
the present worth of the future net revenues  will be calculated by  discounting
the  estimated  future  net  revenues  at either  10% (in the event the  General
Partners employed pricing criteria in accordance with the SEC case) or that rate
per annum  which is one (1)  percentage  point  higher  than the  prime  rate of
interest of The Chase  Manhattan Bank, N.A. or any successor bank, as such prime
rate of interest is  announced  by said bank from time to time (in the event the
General  Partners  employed  pricing  criteria in accordance  with the Escalated
Case).  If the latter  interest  rate is used and  exceeds  11% per  annum,  the
General  Partners will provide,  for  comparative  purposes only, the repurchase
price if computed based upon a 10% per annum discount rate.  This amount will be
reduced by an additional 30% to take into account the uncertainties attendant to
the  production  and  sale  of   Hydrocarbon   reserves  and  other   unforeseen
contingencies.  This reduced amount is subject to upward or downward  adjustment
by the General Partners,  in the event that during the period between the end of
the Fiscal Year preceding the applicable Effective Date and such Effective Date,
there has occurred any material increase or decrease in the current price of oil
or gas or in the estimated  amount of  Production  Partnership  Proved  Reserves
thereof  from the current oil and gas prices or the  estimated  Proved  Reserves
used in the above  calculation  of the present worth of the future net revenues.
Salvage  value of tangible  equipment  installed on the  Production  Partnership
Wells and costs of plugging and abandoning the productive Production Partnership
Wells, both discounted at the applicable  aforementioned  rate from the expected
date  of  abandonment,  will be  estimated,  and  the  Production  Partnership's
Producing Properties which do not have Proved Reserves  attributable to them but
which have not been condemned will have such reserves valued



                                      -41-
<PAGE>




at their then fair value as determined by an independent  petroleum  engineering
firm. The Production  Partnership's  cash on hand,  prepaid  expenses,  accounts
receivable  (less a  reasonable  reserve for doubtful  accounts)  and the market
value of its other assets as  determined  by a qualified  independent  appraiser
will be added to the value of the Production  Partnership's Producing Properties
thus determined,  to arrive at the Production  Partnership's  hypothetical  sale
proceeds for purposes of this Section 7.5C.

      D. Within sixty (60) days after the applicable Effective Date, the General
Partners  will  deliver to each Limited  Partner who has  tendered  such Limited
Partner's Interest to the General Partners during the calendar quarter ending on
such  Effective  Date a check  in the  amount  of the  purchase  price  for such
Interest  together  with  a  statement  evidencing  that  such  price  has  been
determined in accordance with the provisions of Section 7.5C. The statement will
show which  portion of the  purchase  price is  represented  by the value of the
Proved  Reserves  and by each of the other  classes  of  Production  Partnership
assets and liabilities  attributable  to the account of the Limited  Partnership
and,  by virtue of a Limited  Partner's  Interest  in the  Limited  Partnership,
attributable  to the account of the Limited  Partner.  The Limited  Partner will
then have thirty (30) days after  receipt of payment  for such  Interest  from a
General Partner to revoke,  by notice to the General Partners and return of such
check, the sale of such Limited Partner's Interest.  If the Limited Partner does
not timely revoke such Limited  Partner's  intention to sell,  the assignment of
such  Limited  Partner's  Interest to the  purchaser  of such  Interest  will be
executed on such Limited  Partner's  behalf by a General  Partner as attorney in
fact; provided, however, that the obligation of the General Partners to purchase
the Interests  tendered by the Limited Partners shall be limited during any four
consecutive  fiscal  quarters  to an amount  not in excess of 1% of the  Limited
Partners' Capital Contributions  (exclusive of Capital Contributions made by the
General Partners or their Affiliates as Limited Partners). Moreover, the General
Partners  will not be obligated to buy any Units  pursuant to such right if such
purchase,  when added to the total of all other Sales or other  dispositions  of
Interest within the preceding 12 months, would result in the Limited Partnership
being  considered  to have  terminated  within the meaning of Section 708 of the
Internal  Revenue  Code  of  1954,  as  amended,  or  would  cause  the  Limited
Partnership to lose its status as a partnership for Federal income tax purposes.
If  less  than  all of the  Interests  tendered  are  purchased,  the  Interests
purchased will be selected by lot. The Limited Partners whose tendered Interests
were  rejected by reason of the foregoing  limitations  shall not be entitled to
priority in the following quarter. Contemporaneously with the



                                      -42-
<PAGE>




closing of any such sale,  which shall not be earlier  than 30 days after tender
of the purchase price for an Interest to a Limited  Partner,  a General Partner,
as attorney in fact for such Limited Partner,  will execute such certificates or
other documents and perform such acts as the General  Partners deem necessary to
effect the sale and transfer of the liquidating  Limited  Partner's  Interest to
the  purchaser  and to  preserve  the  limited  liability  status of the Limited
Partnership under the laws of the jurisdictions in which it is doing business.


                                  ARTICLE EIGHT
                    Dissolution, Liquidation and Termination
                    ----------------------------------------
                           of the Limited Partnership
                           --------------------------

      Section 8.1.  Events Causing Dissolution
      ----------------------------------------

      A. The Limited Partnership shall be dissolved upon the happening of any of
the following events:

            (i) the expiration of its term, without any continuation  thereof as
      set forth in Section 2.4 of this Agreement;

            (ii) the  Incapacity of the sole General  Partner.  However,  within
      ninety days  thereafter the remaining  Partners may elect to  reconstitute
      the Limited Partnership prior to application of the liquidation provisions
      of Section 8.2;

            (iii)  the  Sale  or  other  disposition  at  one  time  of  all  or
      substantially all of the assets of the Limited Partnership existing at the
      time of such Sale (including the  liquidation or redemption  other than in
      kind of its interest in the Production Partnership);

            (iv) the  election to dissolve  the Limited  Partnership  (a) by the
      General Partners (which election shall be Consented to by more than 50% in
      Interest of the Limited Partners),  or (b) by the Consent of more than 50%
      in Interest of the Limited Partners;

            (v)  ninety  days  after the  Removal  of the sole  General  Partner
      (unless a successor is elected pursuant to Section 6.2 of this Agreement);




                                      -43-
<PAGE>





            (vi) the dissolution  and liquidation of the Production  Partnership
      without  the  continuance  of  its  business  by the  Limited  Partnership
      pursuant to Section 4.2A(ii) of this Agreement; or

            (vii) the  happening of any other event causing the  dissolution  of
      the  Limited  Partnership  under the laws of the  State,  except  that the
      Incapacity  of  any  Limited   Partner  shall  not  dissolve  the  Limited
      Partnership  and the  seizure of the  Interest  of any  Partner  shall not
      dissolve the Limited Partnership.

      B. Dissolution of the Limited Partnership shall be effective on the day on
which  the  event  occurs  giving  rise  to the  dissolution,  but  the  Limited
Partnership  shall not  terminate  until the General  Partners  have  recorded a
notice  of  dissolution  of the  Limited  Partnership  with  the  office  of the
Secretary  of State of the State and shall  have  complied  with the laws of the
other  states  in  which  its  does  business  and  the  assets  of the  Limited
Partnership have been distributed as provided in Section 8.2.

      C. Nothing contained in this Agreement shall impair, restrict or limit the
rights  and  powers  of the  Partners  under  the laws of the State or any other
jurisdiction  in which the Limited  Partnership  is doing business to reform and
reconstitute  themselves as a limited partnership  following  dissolution of the
Limited Partnership either under provisions  identical to those set forth herein
or under any other provisions.

      Section 8.2.  Liquidation
      -------------------------

      A. Upon dissolution of the Limited  Partnership,  its liabilities shall be
paid in the order provided herein.  The General Partners shall either distribute
in kind or sell the Limited  Partnership's  property so that such disposition is
in the best interests of the Limited Partners,  and shall execute all amendments
terminating  the Limited  Partnership.  In  connection  with any such Sale,  the
General  Partners  shall  attempt to obtain the best  prices for such  property.
Pending  such Sales,  the General  Partners  shall have the right to continue to
operate and otherwise to deal with Limited  Partnership  property.  In the event
the Limited  Partnership is dissolved on account of the Incapacity or Removal of
the sole General  Partner,  the Limited  Partnership  shall elect, in accordance
with the provisions of Article  Eleven,  a person (the  "Liquidating  Agent") to
perform  the  function  of a General  Partner in  liquidating  the assets of the
Limited Partnership and winding up its affairs, and shall pay to



                                      -44-
<PAGE>




such Liquidating  Agent its reasonable fees and expenses  incurred in connection
therewith. Gain or loss realized on the Sale or other disposition of the Limited
Partnership's  assets  will be  credited  to (in the case of  gain)  or  charged
against  (in the case of loss)  each  Partner's  Capital  Account  to the extent
allocable to such Partner under Sections 5.2 and 5.3 of this  Agreement.  In the
event of a distribution  in kind of (a) any property other than an interest in a
Producing  Property,  each Partner's  Capital  Account shall be debited with the
portion of the Limited Partnership's  adjusted basis thereof attributable to the
interest therein distributed to it and (b) any Producing Property or an interest
in any  Producing  Property,  each  Partner's  Capital  Account  shall  first be
credited  or  debited  with  its  share  of  the  unrealized   appreciation   or
depreciation in the fair market value of said Producing  Property or interest in
said Producing Property. Each Partner's share of said unrealized appreciation or
depreciation  shall be equivalent to its share  (allocated  pursuant to Sections
5.2 and 5.3 of this  Agreement)  of the gain or loss on an  actual  Sale of such
Producing  Property or interest therein.  The Capital Account of each Partner to
whom a Producing  Property or an interest in a Producing Property is distributed
shall  be  debited  with  the  fair  market  value  of  the  Producing  Property
distributed  to it. No Partner shall be  distributed an interest in any asset if
the  distribution  would  result in a deficit  balance or  increase  the deficit
balance in its Capital Account (after making the adjustments referred to in this
Section 8.2A relating to distribution  in kind).  Any liquidation of the Limited
Partnership  shall take place out of court and  without  application  being made
therefor to the Secretary of State of the State.

      B. In  settling  accounts  after  dissolution,  the assets of the  Limited
Partnership  shall  be paid  out in the  following  order:  (i) to  third  party
creditors,  in the order or priority  as  provided  by law;  (ii) to the General
Partners and any Liquidating  Agent for any expenses of the Limited  Partnership
paid by or payable  to them to the extent  they are  entitled  to  reimbursement
therefor pursuant to this Agreement; (iii) to all of the Limited Partners in the
amount  equivalent to the amount of their positive  Capital Account balances (as
adjusted   pursuant  to  Section  8.2A  of  this   Agreement)  on  the  date  of
distribution;  (iv) to the  General  Partners  in the amount  equivalent  to the
amount of their  positive  Capital  Account  balances (as  adjusted  pursuant to
Section 8.2A of this Agreement) on the date of distribution; and (v) the balance
shall be paid to the Partners in the manner provided for by Sections 5.2 and 5.3
of this Agreement with respect to Distributable Cash.




                                      -45-
<PAGE>





      C. In the event that following the final  distribution  under Section 8.2B
the General  Partners have a deficit balance in their Capital Account  balances,
they shall  contribute  cash to the Limited  Partnership  necessary to eliminate
said deficit balance, which amount shall be distributed to the other Partners to
the extent of their remaining positive Capital Account balances.

      D.  Notwithstanding  anything to the contrary in this Agreement,  upon the
dissolution  and  termination  of the  Partnership,  the General  Partners  will
contribute to the Partnership  the lesser of: (a) the deficit  balances in their
capital  accounts;  or (b) the  excess  of 1.01  percent  of the  total  Capital
Contributions of the Limited Partners over the capital previously contributed by
the General Partners.


                                  ARTICLE NINE
               Books and Records; Accounting; Tax Elections; etc.
               --------------------------------------------------

      Section 9.1.  Books and Records
      -------------------------------

      The books and records of the Limited  Partnership,  including  information
relating  to the sale by the  General  Partners  or any  Affiliates  of goods or
services to the Limited  Partnership,  and a list of the names and addresses and
Interests of all Limited  Partners,  shall be maintained by the General Partners
at the principal  office of the Limited  Partnership  for a period of five years
following  the  close of the  Fiscal  Year to which  they  relate  and  shall be
available  for  examination   there  by  any  Partner  or  its  duly  authorized
representatives  at any and all  reasonable  times.  Any  Partner,  or its  duly
authorized representatives, upon paying the costs of collection, duplication and
mailing, shall be entitled for any proper purpose to a copy of the list of names
and addresses and Interests of the Limited Partners. The Limited Partnership may
maintain  such other books and records and may provide  such  financial or other
statements as the General Partners in their discretion deem advisable.

      Section 9.2.  Accounting Basis for Tax and Reporting Purposes;
                    Fiscal Year
      --------------------------------------------------------------


      The books and records of the Limited  Partnership  for tax  purposes,  for
purposes of this Agreement and for the purpose of reports to the Partners, shall
be kept on the cash or accrual basis, as the General  Partners shall  determine.
The Fiscal Year



                                      -46-
<PAGE>




of the Limited  Partnership shall be the calendar year to the extent permissible
and the General  Partners  shall use their best efforts to obtain any  necessary
approvals therefor.

      Section 9.3.  Bank Accounts
      ---------------------------

      The  General  Partners  shall  maintain a bank  account or  accounts to be
maintained by the General Partners on behalf of the Limited Partnership with any
bank in the United  States  having total assets in excess of  $100,000,000.  The
General Partners shall not deposit Limited  Partnership funds in an account with
any bank in an  aggregate  amount in excess of 5% of such bank's  total  assets.
Withdrawals   shall  be  made  only  in  the  regular   course  of  the  Limited
Partnership's  business on such signature or signatures as the General  Partners
may  determine.  All deposits and other funds not needed in the operation of the
business may be deposited in interest-bearing accounts, certificates of deposit,
money market funds (including those managed or marketed by the Dealer Manager or
its Affiliates) or invested in short-term United States  Government  obligations
maturing within one year,  commercial paper of United States corporations having
the  highest  credit  rating  granted by Moody's  Investors  Services,  Inc.  or
Standard & Poors Corporation, or other similar highly liquid investments.

      Section 9.4.  Reports
      ---------------------

      A. The General  Partners  shall close the Limited  Partnership's  books of
account  promptly at the close of each Fiscal Year and an annual  examination of
the Limited Partnership's financial statements shall be performed at the expense
of the  Limited  Partnership  by the  Accountants.  The General  Partners  shall
furnish to the Limited  Partners an annual report within 90 days after the close
of each Fiscal Year of the Limited  Partnership  commencing with the Fiscal Year
in which the  Limited  Partnership  was  Activated.  If  requested  by a Limited
Partner,  the General  Partners  shall also  furnish  such Partner with a report
within 60 days after the end of the first six months of the Fiscal Year in which
such request was made, or within 60 days after the request is made, whichever is
later. Such report will contain at least the following information:

            (i)  Financial  statements  for the Limited  Partner-ship's  and the
      Production Partnership's accounts, including a balance sheet, statement of
      income, statement of changes in partners' capital and statement of changes
      in financial  position  prepared on an accrual  basis in  accordance  with
      generally accepted accounting principles and accompanied by




                                      -47-
<PAGE>




      a report of the Accountants  together with their opinion  thereon,  except
      that the semiannual financial statements need not be audited;

            (ii) A summary itemization,  by type and/or  classification,  of the
      total fees and compensation, including any overhead reimbursement, paid by
      the Limited  Partnership or Production  Partnership or indirectly on their
      behalf, to any General Partner or Managing Partner and any Affiliate;

            (iii)  A  description  of  each  Producing   Property   acquisition,
      including the costs therefor, in which the Production  Partnership owns an
      interest,  except  succeeding  reports need contain only material  changes
      (including  all  farmouts,   development   drilling,   improved   recovery
      operations  and  abandonments),  if any,  regarding  Producing  Properties
      already reported upon. In the case of wells that have been abandoned after
      production has commenced, a statement justifying such abandonment shall be
      included if a General Partner or an Affiliate is the operator. In the case
      of farmouts,  the statement shall include a justification  of the farmout,
      location, time, to whom made, and a general description of terms;

            (iv) A  schedule  reflecting  a list  of the  wells  drilled  by the
      Production  Partnership on behalf of the Limited Partnership and the costs
      thereof;

      B.  Within  60 days  after the end of each  fiscal  quarter  each  Limited
Partner will receive a "participant  statement" which summarizes his interest in
the  Limited  Partnership.  The  participant  statement  will detail the Limited
Partner's cash receipts and disbursements for the Limited Partner's  Interest in
the Limited Partnership.

      C.  Within 90 days after the end of the Fiscal Year  following  the Fiscal
Year in  which  Activation  of the  Limited  Partnership  occurs,  and  annually
thereafter,  the  General  Partners  shall  furnish  to the  Limited  Partners a
computation as of the end of the immediately  preceding  Fiscal Year, based upon
engineering  reports  prepared by one or more  qualified  independent  petroleum
engineering  firms  with  respect  to  Producing  Properties  containing  Proved
Reserves  equal  to at  least  80%  of the  Proved  Reserves  of the  Production
Partnership   (with  the  computation  as  to  any  balance  of  the  Production
Partnership's  Proved  Reserves being based upon petroleum  engineering  reports
prepared by a General Partner or an Affiliate),  of the total  estimated  Proved
Developed Producing Reserves, Proved Developed Non-Producing Reserves and Proved
Undeveloped Reserves owned by the Production Partnership,



                                      -48-
<PAGE>




the estimated  dollar value thereof stated in then existing prices and escalated
prices (as provided by the General Partners). In addition, the computation shall
include an estimate of the time required for the extraction of such reserves and
the present  worth of such  reserves and the estimate  shall contain a statement
that because of the time period  required to extract  such  reserves the present
value of  revenues  to be  obtained  in the  future is less than if  immediately
receivable.

      D. In addition to the report  described in Section 9.4C of this Agreement,
if an event occurs to the knowledge of the General  Partners or their Affiliates
leading to a reduction or an increase of such  Reserves of more than 10 percent,
excluding reduction as a result of normal production,  an additional computation
and  estimate  similar to that  described  in Section 9.4C shall be sent to each
Limited Partner as soon as possible.

      E. By March 15 of each year, the General Partners will furnish a report to
each Limited Partner  containing such information as is pertinent for completion
of its respective Federal, state, and other income tax returns.

      F. The General  Partners  shall file on a timely basis with the Securities
and  Exchange  Commission  all  filings  required  to be  made  by  the  Limited
Partnership and Production  Partnership  pursuant to the Securities Act of 1933,
the Securities  Exchange Act of 1934, and the rules and regulations  promulgated
thereunder.  The General  Partners shall make  available to any Limited  Partner
upon the Limited Partner's  request,  copies of any report filed by or on behalf
of the Limited Partnership or the Production Partnership with the Securities and
Exchange Commission.  The General Partners shall cause a copy of the report sent
to the Limited  Partners under paragraphs A, C, D and E hereof to be sent to the
California Commissioner of Corporations.

      G.  The  General  Partners  agree  to  make  all  relevant  financial  and
engineering  reports available for review by a Limited Partner on request at the
offices of the Limited Partnership.

      Section 9.5.  Elections
      -----------------------

      The  General  Partners  shall cause the  Limited  Partnership  to make all
elections required or permitted to be made by the Limited  Partnership under the
Code and not otherwise  expressly provided for in this Agreement,  in the manner
that the General Partners believe will be most advantageous to Limited Partners,
except that (i) the General  Partners  shall not be required to make an election
under Section 754 of the Code or corresponding



                                      -49-
<PAGE>




provisions of applicable  state income tax laws,  and (ii) the General  Partners
shall  make  the  election  under  Section  263(c)  of the Code to  expense  all
intangible  drilling and development  costs in the initial  Limited  Partnership
Federal  income  tax return  filed for the  Fiscal  Year in which such costs are
incurred.

                                   ARTICLE TEN
                                   Amendments
                                   ----------

      Section 10.1.  Proposal and Adoption of Amendments Generally
      ------------------------------------------------------------

      A. Notwithstanding  anything to the contrary contained herein, the General
Partners may, without prior notice or consent of any Limited Partner,  amend any
provision of this  Agreement  (including  an  amendment  to admit an  additional
General Partner or a successor  General Partner in the event of the Removal of a
General  Partner  by the  other  General  Partner)  if, in their  opinion,  such
amendment  does not have a material  adverse  effect upon the Limited  Partners.
Each  Limited  Partner  hereby  consents  in advance to the  admittance  of such
additional or successor  General  Partner for purposes of Section 10 of the Act.
Such amendment  shall  thereafter be disclosed to the Limited  Partners within a
reasonable time thereafter. Amendments to this Agreement to reflect the addition
or  substitution  of a Limited  Partner or the admission of a successor  General
Partner shall be made at the time and in the manner referred to in Section 10.2.
Any other amendment to this Agreement may be proposed by the General Partners or
at least 10% in  interest  (as to capital and Profits and Losses) of the Limited
Partners.  The Partner or  Partners  proposing  such  amendment  shall  submit a
Notification  containing (a) the text of such amendment,  (b) a statement of the
purpose of such amendment, and (c) an opinion of counsel obtained by the Partner
or  Partners  proposing  such  amendment  to the effect that such  amendment  is
permitted  by the Act,  will not impair the  limited  liability  of the  Limited
Partners,  and will not  adversely  affect  the  classification  of the  Limited
Partnership  as a  partnership  for  Federal  income tax  purposes.  The General
Partners shall,  within 15 days after receipt of any proposal under this Section
l0.lA,  give  Notification to all Partners of such proposed  amendment,  of such
statement of purpose and of such opinion of counsel, together, in the case of an
amendment  proposed by other  Partners,  with the views,  if any, of the General
Partners with respect to such proposed amendment.




                                      -50-
<PAGE>





      B.  Amendments to this  Agreement  shall be adopted if: (i) in the case of
amendments referred to in Section l0.2A, the conditions specified in Section 7.3
shall have been  satisfactorily  completed and the Limited Partnership shall not
have been furnished with an opinion of counsel to the Limited Partnership to the
effect that such  amendment  will  adversely  affect the  classification  of the
Limited  Partnership as a partnership  for Federal income tax purposes;  (ii) in
the case of amendments referred to in Section l0.2B, the conditions specified in
Section 6.2 shall have been  satisfactorily  completed;  or (iii) in the case of
all other  amendments,  such amendment shall have been Consented to by more than
50% in Interest  (as to capital and Profits and Losses) of the Limited  Partners
(unless  such  Consent  is not  required  pursuant  to  Section  l0.lA  of  this
Agreement);  provided,  however,  that no such  amendment  may:  (a) enlarge the
obligations  of any Partner under this  Agreement or convert the Interest of any
Limited  Partner  into the  Interest of a General  Partner or modify the limited
liability of any Limited Partner without the Consent of such Partner; (b) modify
the  method   provided  in  Article  Five  of  determining   and  allocating  or
distributing,  as the case may be, Profits, Losses,  Distributable Cash and each
item of Income,  gain,  loss,  cost,  deduction or credit without the Consent of
each Partner adversely  affected by such  modification;  (c) amend Sections 4.9,
4.10,  6.1 or 6.2  without the  Consent of the  General  Partners;  or (d) amend
Sections  2.3,  4.3, 4.4, 4.5, 4.6, this Article Ten or Section 11.3 without the
Consent of at least 66% in Interest of the Limited Partners.

      C. Upon the adoption of any  amendment to this  Agreement,  the  amendment
shall  be  executed  by  the  General  Partners,  on  their  own  behalf  and as
attorney-in-fact  for all of the  Limited  Partners  pursuant  to the  power  of
attorney granted in Section 12.5 of this Agreement, and shall be recorded in the
proper records of the State and any other state in which the Limited Partnership
is then doing business.


      Section 10.2.  Amendments on Admission or Removal of Partners
      -------------------------------------------------------------

      A. If this  Agreement  shall  be  amended  to  reflect  the  admission  or
substitution  of a Limited  Partner,  the  amendment  to this  Agreement  may be
adopted  by either of the  General  Partners,  the Person to be  substituted  or
added, and the assigning  Limited Partner.  Any such amendment shall be executed
on  behalf of all  Partners  but may be  executed  by the  substituted  or added
Partner,



                                      -51-
<PAGE>




the assigning Partner,  and either of the General Partners,  individually and on
behalf of all of the other Partners pursuant to the power of attorney granted in
Section 12.5 of this Agreement.

      B. If this Agreement  shall be amended to reflect the Removal of a General
Partner and the  continuation of the business of the Limited  Partnership,  such
amendment  shall be signed by the remaining or successor  General Partner and by
the Removed General Partner.  Any such amendment which reflects the admission of
a successor  General  Partner shall be executed on behalf of all other  Partners
pursuant to the power of attorney granted in Section 12.5 of this Agreement.

      C. No Person shall become a Partner,  except the Initial  Limited  Partner
and an Additional  Limited Partner,  unless such Person shall have: (i) become a
party to, and adopted all of the terms and conditions of, this  Agreement;  (ii)
if such Person is other than an  individual,  provided  upon request the General
Partners with evidence  satisfactory  to counsel for the Limited  Partnership of
such Person's  authority to become a Partner  under the terms and  provisions of
this Agreement;  and (iii) if requested,  paid all reasonable  legal fees of the
Limited Partnership and the General Partners and filing and publication costs in
connection with such Person's becoming a Partner.

                                 ARTICLE ELEVEN
                          Consents, Voting and Meetings
                          -----------------------------

      Section 11.1.  Method of Giving Consent
      ---------------------------------------

      Any Consent  required by this Agreement may be given by a Limited  Partner
as follows:  (i) at a meeting,  in person,  by a written proxy or signed writing
directing  the manner in which it desires that its vote be cast,  which  writing
must be received by the General Partners prior to such meeting,  or (ii) without
a meeting, by a signed writing directing the manner in which it desires that its
vote be cast,  which writing must be received by the General  Partners  prior to
the date upon which the vote of Limited Partners are to be counted.  Any Partner
may waive notice of or attendance at any meeting of the Partners and may execute
a signed written  consent.  Only the votes of Limited  Partners of record on the
date of Notification,  whether at a meeting or otherwise,  shall be counted. The
laws of the State pertaining to the validity and use of corporate  proxies shall
govern the validity and use of proxies given by Limited Partners.




                                      -52-
<PAGE>





      Section 11.2.  Meetings of Partners
      -----------------------------------

      The  General  Partners  may at any  time  call a  meeting  of the  Limited
Partners or for a vote,  without a meeting,  of the Limited  Partners on matters
upon which the Limited Partners are entitled to provide their Consent, and shall
call for such a meeting  or vote  upon  receipt  by the  General  Partners  of a
request  therefor  made by at least 10% in Interest (as to capital,  Profits and
Losses) of the Limited Partners as of the date of receipt of such  Notification.
Within 15 days of the receipt of the  Notification,  the General  Partners shall
notify all Limited  Partners of record as of the date of the  Notification as to
the time and place of the  meeting,  if called,  and the  general  nature of the
business to be transacted thereat, or if no such meeting has been called, of the
matter or  matters  to be voted  upon and the date upon  which the votes will be
counted.  Any  Limited  Partnership  meeting or the date upon which such  votes,
without a meeting,  will be counted  (regardless of whether the General Partners
have  called for such  meeting or vote upon the  request of Limited  Partners or
have  initiated  such event without such  request)  shall be not less than 30 or
more than 60 days following  mailing of the Notification  thereof by the General
Partners.  All expenses of the meetings,  voting and such Notification  shall be
borne by the Limited Partnership.

      Section 11.3.  Limitations on Requirements for Consents
      -------------------------------------------------------

      Notwithstanding  anything to the contrary contained in this Agreement, the
powers of the Limited Partners set forth in Sections 4.5E, 4.5F, 4.5G, 6.2A, 6.4
and  11.5  shall  not be  deemed  to be  granted  to  the  Limited  Partners  or
exercisable  by them unless and until  counsel for the  Limited  Partnership  or
counsel  designated  by at least 10% in Interest  (as to capital and Profits and
Losses) of the Limited Partners shall have delivered to the Limited  Partnership
an opinion to the effect that neither the grant nor the exercise of those powers
is  prohibited  by the Act,  will  impair the limited  liability  of the Limited
Partners  or will affect the  classification  of the  Limited  Partnership  as a
partnership for Federal income tax purposes.

      Section 11.4.  Submissions to Limited Partners
      ----------------------------------------------

      The General Partners shall give all the Limited  Partners  Notification of
any proposal or other matter  required by any provisions of this Agreement or by
law to be submitted for the  consideration and approval of the Limited Partners.
Such



                                      -53-
<PAGE>




      Notification  shall  include  any  information  required  by the  relevant
provision of the Agreement or by law.

      Section 11.5.  Acting without Concurrence of General Partners
      -------------------------------------------------------------

      Except as limited by Section 11.3 and  10.1(B),  more than 50% in Interest
(as to capital and Profits  and  Losses) of the  Limited  Partners,  without the
necessity for concurrence by the General Partners, may vote to:

      (a) amend the Agreement or cause the Production  Partnership  Agreement to
be amended;

      (b) dissolve the Limited  Partnership or cause the Production  Partnership
to be dissolved;

      (c) remove  either of the General  Partners or both or cause the  Managing
Partners  of the  Production  Partnership  to be removed  and elect new  General
Partners or cause the Production Partnership to elect new Managing Partners;

      (d)  approve or  disapprove  the sale of all or  substantially  all of the
assets of the Limited Partnership or cause the Production Partnership to sell or
not to sell all or substantially all of its assets; or

      (e)  cancel or amend  the  terms of any  contract  for  services  with the
General Partners or any Affiliate or cause the Production  Partnership to do so,
which shall be without penalty, provided 30 days written notice is given.


                                 ARTICLE TWELVE
                            Miscellaneous Provisions
                            ------------------------

      Section 12.1.  Notification to the Limited Partnership or
                     the General Partner
      ---------------------------------------------------------

      Any Notification to the Limited  Partnership or the General Partners shall
be sent to the principal office of the Limited Partnership, as set forth in this
Agreement.  Except as provided  herein,  any  Notification  to a Limited Partner
shall be sent to its last known address.




                                      -54-
<PAGE>





      Section 12.2.  Binding Provisions
      ---------------------------------

      The covenants and  agreements  contained  herein shall be binding upon and
inure to the benefit of the heirs,  executors,  administrators,  successors  and
assigns of the respective parties hereto.

      Section 12.3.  Applicable Law
      -----------------------------

      This Agreement shall be construed and enforced in accordance with the laws
of the State.

      Section 12.4.  Separability of Provisions
      -----------------------------------------

      If for any  reason  any  provision  or  provisions  hereof  which  are not
material  to the  purposes or  business  of the  Limited  Partnership  or of the
Limited  Partners'  Interests  are  determined to be invalid and contrary to any
existing or future law,  such  invalidity  shall not impair the  operation of or
affect those portions of this Agreement that are valid.

      Section 12.5.  Appointment of the General Partners as Attorney-in-Fact
      ----------------------------------------------------------------------

      A. Each Limited  Partner,  by the execution of this Agreement by a General
Partner on such Limited Partner's behalf pursuant to a power of attorney granted
by such  Limited  Partner  by means of such  Limited  Partner's  execution  of a
Subscription  Agreement  and  Power of  Attorney,  irrevocably  constitutes  and
appoints  each  of  the  General  Partners,   its  true  and  lawful  agent  and
attorney-in-fact  with full power and authority in its name,  place and stead to
execute,  acknowledge,  deliver,  swear to,  file and record at the  appropriate
public offices such documents, instruments and conveyances that may be necessary
or  appropriate  to carry out the  provisions  or  purposes  of this  Agreement,
including  without  limitation:  (i)  all  certificates  and  other  instruments
(including counterparts of this Agreement), and any amendment thereof, including
any amendment  substituting a Limited Partner  pursuant to Section 7.3, that the
General  Partners  deem  appropriate  to form,  reform,  qualify or continue the
Limited Partnership (or a new partnership with substantially the same provisions
as the Limited  Partnership) as a limited partnership (or a partnership in which
the Partners will have limited liability comparable to that provided by the Act)
in the



                                      -55-
<PAGE>




jurisdiction  in which the Limited  Partnership may conduct  business;  (ii) all
amendments and other instruments necessary to admit into the Limited Partnership
additional  or  substituted   Partners  pursuant  to  Section  10.2;  (iii)  all
instruments  that the General  Partners deem  appropriate to reflect a change or
modification  of the Limited  Partnership  in accordance  with the terms of this
Agreement   (including   those   necessary   to   reflect   additional   Capital
Contributions);  and (iv) all conveyances and other instruments that the General
Partners deem  appropriate  to reflect the  dissolution  and  termination of the
Limited Partnership.

      B.  The  appointment  by all  Limited  Partners  of  each  of the  General
Partners, as agent and attorney-in-fact, shall be deemed irrevocable and to be a
power  coupled with an  interest,  in  recognition  of the fact that each of the
Partners  under this  Agreement  will be relying  upon the power of the  General
Partners to act as contemplated by this Agreement in any filing and other action
by it on behalf of the Limited Partnership,  and shall survive the Incapacity of
any Person hereby giving such power and the transfer or assignment of all or any
part of the Interest of such person; provided, however, that in the event of the
transfer by a Limited  Partner of all of its Interest,  the foregoing  powers of
attorney of the  transferor  Partner shall survive such transfer only until such
time as the transferee shall have been admitted to the Limited  Partnership as a
Substituted  Limited Partner and all required  documents and  instruments  shall
have been duly executed, filed and recorded to effect such substitution.

      Section 12.6.  Entire Agreement
      -------------------------------

      This Agreement  constitutes the entire  agreement among the parties.  This
Agreement  supersedes any prior agreement or understanding among the parties and
may not be modified or amended in any manner other than as set forth herein.

      Section 12.7.  Paragraph Titles
      -------------------------------

      Article and section titles are for descriptive purposes only and shall not
control or alter the meaning of this Agreement as set forth in the text.




                                      -56-
<PAGE>




      Section 12.8.  Counterparts
      ---------------------------

      This  Agreement  may be  executed  in several  counterparts,  all of which
together  shall  constitute  one  agreement   binding  on  all  parties  hereto,
notwithstanding that all the parties have not signed the same counterpart except
that no counterpart shall be binding unless signed by the General Partners.

                                    GEODYNE PROPERTIES, INC.

                                    By:   // Thomas W. Kitchin //
                                          -----------------------
                                          Thomas W. Kitchin, President

                                    PW ENERGY INC.

                                    By:   // Lawrence S. Kash //
                                          ---------------------
                                          Lawrence S. Kash, President

                                    WITHDRAWING AND INITIAL LIMITED
                                    PARTNER

                                    // Susan Layman //
                                    ------------------
                                    Susan Layman

                                    ADDITIONAL LIMITED PARTNERS.
                                    All those Additional  Limited Partners whose
                                    names,   places  of  residence  and  Capital
                                    Contributions appear on Schedule A, which is
                                    attached hereto and  incorporated  herein by
                                    reference,  by Geodyne Properties,  Inc. and
                                    PW Energy Inc.  pursuant  to a duly  granted
                                    power of attorney.

                                    GEODYNE PROPERTIES, INC.

                                    By:   // Thomas W. Kitchin //
                                          -----------------------
                                          Thomas W. Kitchin, President

                                    PW ENERGY INC.

                                    By:   // Lawrence S. Kash //
                                          ----------------------
                                          Lawrence S. Kash, President




                                      -57-
<PAGE>





                                ACKNOWLEDGEMENTS

STATE OF OKLAHOMA )
                  )
COUNTY OF TULSA   )

      BEFORE ME, the undersigned Notary Public,  duly commissioned and qualified
in and for the County and State  aforesaid,  personally came and appeared Thomas
W.  Kitchin  who,  after  being  duly sworn by me,  did  declare  that he is the
identical person who executed the foregoing  Amended and Restated  Agreement and
Certificate of Limited Partnership of PaineWebber/Geodyne  Energy Income Limited
Partnership I-E, that he is the President of Geodyne  Properties,  Inc. and that
by and with the authority of the Board of Directors of Geodyne Properties,  Inc.
and as  attorney-in-fact  for each Limited  Partner he executed such Amended and
Restated  Agreement  and  Certificate  as the free and voluntary act and deed of
Geodyne Properties,  Inc. and as  attorney-in-fact  for each Limited Partner for
the purposes therein set forth and that he is familiar with statements contained
therein and such statements are true.

      Subscribed,  sworn to and  acknowledged  by said Thomas W. Kitchin on this
10th day of September, 1986.

                                        // Glenda Devore //
                                    ----------------------------
                                    Notary Public
My Commission Expires: 7/16/90



STATE OF NEW YORK       )
                        )  ss.
COUNTY OF NEW YORK      )

      BEFORE ME, the undersigned Notary Public,  duly commissioned and qualified
in and for the County and State aforesaid, personally came and appeared Lawrence
S. Kash who,  after being duly sworn by me, did declare that he is the identical
person who executed the foregoing Amended and Restated Agreement and Certificate
of Limited Partnership of PaineWebber/Geodyne  Energy Income Limited Partnership
I-E,  that he is the  President  of PW  Energy  Inc.  and  that by and  with the
authority of the Board of  Directors  of PW Energy Inc. and as  attorney-in-fact
for each Limited  Partner he executed  such Amended and Restated  Agreement  and
Certificate  as the free and  voluntary  act and deed of PW Energy  Inc.  and as
attorney-in-fact  for each Limited Partner he executed such Amended and Restated
Agreement and Certificate as



                                      -58-
<PAGE>




the free and  voluntary  act and deed of PW Energy Inc. and as  attorney-in-fact
for each  Limited  Partner  for the  purposes  therein  set forth and that he is
familiar with statements contained therein and such statements are true.

      Subscribed, sworn to and acknowledged by said Lawrence s. Kash on this 9th
day of September, 1986.


                                    // Christa M. Bowen //
                                    -----------------------
                                    Notary Public
My Commission expires:

August 31, 1988








STATE OF OKLAHOMA )
                  ) ss.
COUNTY OF TULSA   )

      BEFORE ME, the undersigned Notary Public,  duly commissioned and qualified
in and for the County and State  aforesaid,  personally  came and appeared Susan
Layman who,  after being duly sworn by me, did declare that she is the identical
person who executed the foregoing Amended and Restated Agreement and Certificate
of Limited Partnership of PaineWebber/Geodyne  Energy Income Limited Partnership
I-E, that she executed such Agreement and  Certificate as her free and voluntary
act and deed for the  purposes  therein set forth and that she is familiar  with
the statements contained therein and such statements are true.

      Subscribed,  sworn to and  acknowledged  by said Susan Layman on this 10th
day of September, 1986.


                                      // Glenda Devore //
                                    ---------------------
                                    Notary Public

My Commission Expires:

7/16/90

                                      -59-