FIRST AMENDMENT TO
                       CERTIFICATE OF LIMITED PARTNERSHIP
                                       AND
                               FIRST AMENDMENT TO
                        AGREEMENT OF LIMITED PARTNERSHIP
                                      OF
                   PAINEWEBBER/GEODYNE INSTITUTIONAL/PENSION
                     ENERGY INCOME LIMITED PARTNERSHIP P-8


       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 Agreement of Limited  Partnership  of
the   Painewebber/Geodyne    Institutional/Pension    Energy   Income   Limited
Partnership P-8 dated as of February 28, 1992, do hereby state:

       1.    The  name  of  the  limited  partnership  is  "PaineWebber/Geodyne
Institutional/Pension Energy Income Limited Partnership P-8."

The date of  filing  of the  original  Certificate  of  Limited  Partnership  is
February 28, 1992.

       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-8

       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 February 28, 2012.

       6. The 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-8.

       7. The 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 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

                                         Geodyne Properties, Inc.
                                         As Attorney--in-fact for any
                                         Substituted Limited Partners


                                         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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