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 LIMITED PARTNERSHIP P-5


       The   undersigned,   desiring  to  amend  its  certificate  of  limited
partnership  pursuant to the Oklahoma Revised Uniform Limited Partnership Act,
as amended,  Okla.  Stat., tit. 54, Section 301 et seq. (1991) (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-5 dated as of February 26, 1990, do hereby state:

       1.   The  name  of  the  limited  partnership  is  "PaineWebber/Geodyne
Institutional/Pension Energy Income Limited Partnership P-5."

The date of filing of the  Certificate  of Limited  Partnership  is November 13,
1989.

       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 Limited Partnership
            P-5

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

       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 latest date upon which the limited  partnership is to dissolve
is December 31, 2015.

       6. 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 Limited Partnership P-5.

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

       8.   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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