Third Amendment to
                              Amended and Restated
               Agreement and Certificate of Limited Partnership of
                  Geodyne Energy Income Limited Partnership I-E


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

      WHEREAS, on March 5, 1986, Geodyne  Properties,  Inc.  ("Properties"),  as
General Partner,  and the Initial Limited Partner executed and entered into that
certain  PaineWebber/Geodyne Energy Income Limited Partnership I-E Agreement and
Certificate of Limited Partnership (the "Preformation Agreement"); and

      WHEREAS, on September 10, 1986,  Properties executed and entered into that
certain Amended and Restated  Agreement and  Certificate of Limited  Partnership
(the "Agreement"); and

      WHEREAS,  on February 25, 1993,  Properties executed and entered into that
First  Amendment  to the  Agreement  whereby  it  changed  (i)  the  name of the
Partnership from "PaineWebber/Geodyne  Energy Income Limited Partnership I-E" to
"Geodyne  Energy  Income  Limited  Partnership  I-E",  (ii) the  address  of the
Partnership's  principal  place of  business,  and  (iii)  the  address  for the
Partnership's agent for service of process; and

      WHEREAS,  on August 4th, 1993,  Properties  executed and entered into that
Second Amendment to the Agreement  whereby it amended certain  provisions to (i)
expedite  the  method  of  accepting  transfers  of Unit  Holders'  Units in the
Partnership  and (ii)  provide  for an optional  right of  repurchase/redemption
which may be exercised by the Unit Holders; and

      WHEREAS,  Section 10.1 of the Agreement  provides that the general partner
of the partnership (the "General  Partner") may, without prior notice or consent
of any Limited  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 Partners; and

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




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<PAGE>





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

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

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

      WHEREAS,  Resources, as General Partner, desires to amend the Agreement in
order to reflect Resources as the new General 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  Properties,  Inc. as General
      Partner are hereby amended to reflect, instead, Geodyne Resources, Inc. as
      General Partner.

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

                                       Geodyne Properties, Inc.
                                       by Geodyne Resources, Inc.
                                       as successor by merger


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

                                       Geodyne Resources, Inc.
                                       as General Partner


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




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<PAGE>





                                       Geodyne Resources, Inc.,
                                       as Attorney-in-Fact for all
                                       Substituted Limited Partners


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


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