SECOND AMENDMENT TO
                            AGREEMENT OF PARTNERSHIP
                          GEODYNE NPI PARTNERSHIP P-5


      This Second  Amendment to  Agreement  of  Partnership  of  PW/Geodyne  NPI
Partnership  P-5 (the  "Partnership")  is entered  into by and  between  Geodyne
Resources,  Inc.  ("Resources"),  a Delaware corporation,  as successor Managing
Partner, and Geodyne Institutional/Pension Energy Income Limited Partnership P-5
("Geodyne P-5"), as General Partner.

      WHEREAS,  on October 27,  1989,  Geodyne  Energy  Company  ("Energy"),  as
Managing Partner, and Geodyne P-5, as General Partner, executed and entered into
that certain  Agreement of Partnership of PW/Geodyne  NPI  Partnership  P-5 (the
"Agreement"); and

      WHEREAS, on February 26, 1993, Energy and Geodyne P-5 executed and entered
into that certain First Amendment to Agreement,  whereby it changed (i) the name
of the  Partnership  from  "PW/Geodyne  NPI  Partnership  P-5" to  "Geodyne  NPI
Partnership  P-5",  (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 Amended 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  Amended
Agreement); and

      WHEREAS,   Energy   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 any entity  which shall  become a
successor  Managing Partner,  if such assignment is in connection with a merger;
and

      WHEREAS,  as a result of the  merger of  Energy  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  Energy  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.



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

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

                                       Geodyne Resources, Inc.
                                       as Managing Partner

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

                                       Geodyne Institutional/Pension
                                       Energy Income Limited
                                       Partnership P-5
                                       as General Partner

                                       By Geodyne Resources, Inc.
                                          General Partner

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


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