FIRST AMENDMENT TO
                      CERTIFICATE OF LIMITED PARTNERSHIP
                                     AND
                              FIRST AMENDMENT TO
                             AMENDED AND RESTATED
                       AGREEMENT OF LIMITED PARTNERSHIP
                                      OF
                  PAINEWEBBER/GEODYNE INSTITUTIONAL/PENSION
                    ENERGY INCOME P-2 LIMITED PARTNERSHIP


       The undersigned, desiring to amend its certificate of limited partnership
pursuant to the Texas Revised Limited  Partnership  Act, (the "Act"),  do hereby
state,  and  desiring  to amend the Amended and  Restated  Agreement  of Limited
Partnership  of  the  PaineWebber/Geodyne  Institutional/Pension  Energy  Income
Limited Partnership P-2 dated as of February 9, 1989, do hereby agree:

       1.   The name of the limited partnership is "PaineWebber/Geodyne
Institutional/Pension Energy Income P--2 Limited Partnership."

The date of filing of the Certificate of Limited Partnership is October 4, 1988.

       2.   The Certificate of Limited Partnership is hereby revised to
change the name of the Limited Partnership to the following:

            Geodyne Institutional/Pension Energy Income P-2 Limited
            Partnership

       3. (a) The Certificate of Limited Partnership is hereby revised to change
the  address of the limited  partnership,  which is the same  address  where the
records of the limited  partnership are kept, to Two West Second Street,  Tulsa,
Oklahoma 74103.

            (b)   The Certificate of Limited Partnership is hereby revised to
change the name and address for the registered agent for service of process
to CT Corporation System, 350 N. St. Paul Street, Dallas, TX 75201.

       4. The Certificate of Limited Partnership is hereby revised to change the
name, mailing address and business address of the general partner as follows:

                            Geodyne Properties, Inc.
                        Two West Second Street
                        Tulsa, OK 74103.

       5. The Amended and Restated  Agreement of Limited  Partnership  is hereby
revised to replace the first sentence of Section 2.1 with the following:



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       The  Limited  Partnership  shall be  conducted  under  the  name  Geodyne
Institutional/Pension Energy Income P-2 Limited Partnership.

       6. The Amended and Restated  Agreement of Limited  Partnership  is hereby
revised  to  replace  the third and fourth  sentences  of  Section  2.1 with the
following:

            The office and principal place of business of the Limited
            Partnership shall be c/o Geodyne Properties, Inc., Two West
            Second Street, Tulsa, Oklahoma 74103. The agent for service of
            process on the Limited Partnership shall be CT Corporation
            System, 350 N. St. Paul Street, Dallas, TX 75201.

       7.   In all other respects, the Amended and Restated Agreement of
Limited Partnership is hereby ratified and confirmed.


DATED:    February 24, 1993

                                        GENERAL PARTNER:

                                        Geodyne Properties, Inc.


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


                                        LIMITED PARTNER:

                                        Geodyne Institutional
                                        Depositary Company


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


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