Third Amendment to
             Geodyne Institutional/Pension Energy Income Limited
                                 Partnership P-8
                        Agreement of Limited Partnership

      This  Third  Amendment  to  Geodyne  Institutional/Pension  Energy  Income
Limited Partnership P-8 (the "Partnership")  Agreement of Limited Partnership is
entered into by and between Geodyne Properties, Inc. ("Properties"),  a Delaware
corporation,  as  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 February 28, 1992,  Properties  and  Depositary  executed and
entered  into  that  certain  PaineWebber/Geodyne  Institutional/Pension  Energy
Income  Limited   Partnership   P-8  Agreement  of  Limited   Partnership   (the
"Agreement"); and

      WHEREAS,  on February 25, 1993,  Properties executed and entered into that
certain First Amendment to the Agreement  whereby it changed (i) the name of the
Partnership  from  "PaineWebber/Geodyne   Institutional/Pension   Energy  Income
Partnership  P-8"  to  "Geodyne   Institutional/Pension  Energy  Income  Limited
Partnership  P-8",  (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
certain Second Amendment to the Agreement in order 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,  Section 11.1 of the Agreement  provides that the General Partner
may, without prior notice or consent of any Unit Holder,  amend any provision of
this  Agreement  if, in its  opinion,  such  amendment  does not have a material
adverse effect upon the Unit Holders; and

      WHEREAS,  Properties as General  Partner desires to amend the Agreement in
order to allow transfers of Units facilitated  through a matching service to the
extent they otherwise comply with Internal Revenue Service transfer  regulations
applicable  to   non-permitted   transfers  for   non-publicly   traded  limited
partnerships.

      NNOW,  THEREFORE,  in  consideration  of  the  covenants,  conditions  and
agreements herein contained, the parties hereto hereby agree as follows:

      I.    Section 8.1G of the Agreement is hereby deleted.



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      II.   The  remaining   sections  of  Section  8.1  shall  be  renumbered
            accordingly.

      IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of
this 31st day August, 1995.

                                    GEODYNE PROPERTIES, INC.,
                                    as General Partner

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

                                    GEODYNE INSTITUTIONAL DEPOSITARY
                                    COMPANY, as the Limited Partner

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

                                    GEODYNE PROPERTIES, INC.
                                    as Attorney-in-Fact for all
                                    Substituted Limited Partners

                                    By:   /s/ Dennis R. Neill
                                          ------------------------------
                                          Drew S. Phillips
                                          Vice President-Controller


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