THIRD AMENDMENT TO
                              AMENDED AND RESTATED
                       CERTIFICATE OF LIMITED PARTNERSHIP
                                       OF
                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E


      The undersigned, desiring to amend its Amended and Restated Certificate of
Limited Partnership pursuant to the Oklahoma Revised Uniform Limited Partnership
Act, as amended,  54 O.S. ss.301 et seq.  (Supp.1999)  (the "Act"),  does hereby
state:

      1.    The name of the  limited  partnership  is  Geodyne  Energy  Income
Limited Partnership I-E (the "Partnership").

      2.    The dates of filing the  Certificate  of Limited  Partnership  and
all amendments thereto are as follows:


                        Name                                           Date
                        ----                                           ----

      Agreement and Certificate of Limited Partnership                 3/11/86
      Amended and Restated Agreement and Certificate of                9/11/86
            Limited Partnership
      First Amendment to Amended and Restated Agreement                 2/9/87
            and Certificate of Limited Partnership
      Second Amendment to Amended and Restated Agreement               5/15/87
            and Certificate of Limited Partnership
      Third Amendment to Amended and Restated Agreement                8/24/87
            and Certificate of Limited Partnership
      Fourth Amendment to Amended and Restated Agreement              11/24/87
            and Certificate of Limited Partnership
      Amended and Restated Certificate of Limited                      3/10/89
            Partnership
      First Amendment to Amended and Restated Certificate              2/25/93
            of Limited Partnership
      Second Amendment to Amended and Restated Certificate             7/19/96
            of Limited Partnership


3. The Amended and Restated  Certificate of Limited  Partnership  dated March 9,
1989, and filed with the Oklahoma  Secretary of State on March 10, 1989,  stated
that the latest  date upon  which the  limited  partnership  is to  dissolve  is
December 31, 1999.  Pursuant to its terms, the Amended and Restated  Certificate
and Agreement of Limited  Partnership dated September 10, 1986 (the "Partnership
Agreement") was amended on December 23, 1999, to state that the latest date upon
which the  Partnership  is to dissolve is December 31, 2001,  provided  that the
General Partner may extend the term of the Partnership for up to four additional
periods  of two  years  each  pursuant  to  the  provisions  of the  Partnership
Agreement.

      Therefore,  the Amended and Restated Certificate of Limited Partnership is
hereby  revised  to state that the latest  date on which the  Partnership  is to
dissolve  is  December  31,  2001,  subject  to  extension  as set  forth in the
Partnership's Partnership Agreement.

      Dated:  December 27, 1999.

                                          GEODYNE RESOURCES, INC.
                                          General Partner


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