Fourth Amendment to
                              Amended and Restated
                       Agreement of Limited Partnership of
                 Geodyne Institutional/Pension Energy Income
                             Limited Partnership P-5


     This  Fourth  Amendment  to  Amended  and  Restated  Agreement  of  Limited
Partnership of Geodyne  Institutional/Pension  Energy Income Limited Partnership
P-5 (the  "Partnership") is entered into by and between Geodyne Resources,  Inc.
("Resources"),  a Delaware  corporation,  as successor General Partner,  Geodyne
Institutional Depositary Company ("Depositary"),  a Delaware corporation, as the
Limited  Partner,   and  all  Substituted   Limited  Partners  admitted  to  the
Partnership.

     WHEREAS, on October 27, 1989, Geodyne Properties,  Inc. ("Properties"),  as
General partner, and Depositary executed and entered into that certain Agreement
and Certificate of Limited Partnership of the Partnership (the "Agreement"); and

     WHEREAS,  on February  26, 1990,  Properties  and  Depositary  executed and
entered  into  that  certain  PaineWebber/Geodyne  Institutional/Pension  Energy
Income  Limited  Partnership  P-5  Amended  and  Restated  Agreement  of Limited
Partnership (the "Amended and Restated Agreement"); and

     WHEREAS,  on February 25, 1993,  Properties  executed and entered into that
First Amendment to the Amended and Restated Agreement whereby it changed (i) the
name of the Partnership from "PaineWebber/Geodyne  Institutional/Pension  Energy
Income Limited Partnership P-5" to "Geodyne  Institutional/Pension Energy Income
Limited 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,  on August 4, 1993,  Properties  executed  and  entered  into that
Second  Amendment  to the  Amended  and  Restated  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,  on August 31,  1995,  Properties  executed  and entered into that
Third Amendment to the Amended and Restated Agreement whereby it amended certain
provisions to allow transfers of Units facilitated through a matching service to
the extent that such transfers  otherwise  comply with Internal  Revenue Service
transfer  regulations  applicable to  non-permitted  transfers for  non-publicly
traded limited partnerships; and



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<PAGE>




     WHEREAS,  Section 11.1 of the Amended and Restated  Agreement provides that
the general  partner of the  partnership  (the "General  Partner") may,  without
prior notice or consent of any Unit Holder (as defined in the Agreement),  amend
any provision of this Amended and Restated  Agreement  if, in its opinion,  such
amendment does not have a material adverse effect upon the Unit Holders; and

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

     WHEREAS,  Section 6.2 of the Amended and Restated  Agreement  provides that
the General  Partner may assign its General  Partner  Interest to a Person which
shall become a successor  General Partner without the Consent of the Depositary,
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 Amended and
Restated 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  Amended  and  Restated  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:  /s/ Dennis R. Neill
                                            ----------------------------
                                            Dennis R. Neill
                                            President





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<PAGE>




                                       Geodyne Resources, Inc.
                                       as General Partner

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

                                       Geodyne Institutional Depositary
                                       Company, as the  Limited Partner

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

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

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


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