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-1 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-1 dated as of October 25, 1988, do hereby agree:

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

The date of filing of the Certificate of Limited Partnership is March 21, 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-1 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.

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

            The Limited  Partnership  shall be conducted  under the name Geodyne
            Institutional/Pension Energy Income P-1 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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