SECOND AMENDMENT TO
                              AMENDED AND RESTATED
                            AGREEMENT OF PARTNERSHIP
                          GEODYNE NPI PARTNERSHIP P-2


      This Second Amendment to Amended and Restated  Agreement of Partnership of
PW/Geodyne  NPI  Partnership  P-2 (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 P-2
Limited Partnership ("Geodyne P-2"), as General Partner.

      WHEREAS,  on September 29, 1988,  Geodyne  Energy Company  ("Energy"),  as
Managing Partner, and Geodyne P-2, as General Partner, executed and entered into
that certain  Agreement of Partnership of PW/Geodyne  NPI  Partnership  P-2 (the
"Agreement"); and

      WHEREAS,  on February 9, 1989, Energy and Geodyne P-2 executed and entered
into that certain  Amended and Restated  Agreement of  Partnership of PW/Geodyne
NPI Partnership P-2 (the "Amended Agreement"); and

      WHEREAS,  on February 26, 1993,  but effective  March 1, 1993,  Energy and
Geodyne P-2 executed and entered  into that certain  First  Amendment to Amended
Agreement,  whereby it changed (i) the name of the Partnership  from "PW/Geodyne
NPI Partnership  P-2" to "Geodyne NPI Partnership  P-2", (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 Amended 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 Amended 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 Amended 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



                                      -1-
<PAGE>




      WHEREAS,  Resources,  as  Managing  Partner,  desires to amend the Amended
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 Amended  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 P-2 Limited
                                     Partnership

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


                                      -2-