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



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

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

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

      WHEREAS, on February 26, 1993, but effective March 1, 1993, Production and
Geodyne I-E executed and entered  into that certain  First  Amendment to Amended
and Restated Agreement of Partnership (the "Agreement"),  whereby it changed (i)
the name of the Partnership from  "PaineWebber/Geodyne  Energy Income Production
Partnership I-E" to "Geodyne Energy Income Production Partnership I-E", (ii) the
address of the Partnership's  principal place of business, and (iii) the address
for the Partnership's agent for service of process; and

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

      WHEREAS,   Production  merged  with  and  into  Geodyne  Resources,   Inc.
("Resources"), its parent corporation, effective June 30, 1996; and

      WHEREAS,  Section 6.1 of the Agreement  provides that the Managing Partner
may assign its  Managing  Partner  Interest  to a Person  which  shall  become a
successor  Managing Partner,  if such assignment is in connection with a merger;
and




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      WHEREAS,  as a result of the merger of Production with and into Resources,
ownership of the Managing  Partner  Interest in the  Partnership  is assigned to
Resources by operation of law; and

      WHEREAS,  as a result of the merger of Production with and into Resources,
Resources  has  now  succeeded  to  the  position  of  Managing  Partner  of the
Partnership; and

      WHEREAS, Resources, as Managing Partner, desires to amend the Agreement in
order to reflect Resources as the new Managing Partner.

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

      All references in the Agreement to Geodyne  Production Company as Managing
      Partner are hereby amended to reflect, instead, Geodyne Resources, Inc. as
      Managing Partner.

       IN WITNESS  WHEREOF,  the parties hereto have hereunto set their hands as
of the 1st day of July, 1996.

                                     Geodyne Production Company
                                     by Geodyne Resources, Inc.
                                     as successor by merger


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

                                     Geodyne Resources, Inc.
                                     as Managing Partner


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

                                     Geodyne Energy Income Limited
                                     Partnership I-E
                                     as General Partner

                                     By   Geodyne Resources, Inc.
                                          General Partner

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


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