Exhibit 4.12

                               FIFTH AMENDMENT TO
                              AMENDED AND RESTATED
                       CERTIFICATE OF LIMITED PARTNERSHIP
                                       OF
                  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D


      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-D (the "Partnership").

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


      Name                                                           Date
      Agreement and Certificate of Limited Partnership               12/20/85
      Amended and Restated Agreement and Certificate of
            Limited Partnership                                      3/6/86
      First Amendment to Amended and Restated Agreement
            and Certificate of Limited Partnership                   2/9/87
      Second Amendment to Amended and Restated Agreement
            and Certificate of Limited Partnership                   5/20/87
      Third Amendment to Amended and Restated Agreement
            and Certificate of Limited Partnership                   8/24/87
      Fourth Amendment to Amended and Restated Agreement
            and Certificate of Limited Partnership                   11/24/87
      Amended and Restated Certificate of Limited Partnership        3/10/89
      First Amendment to Amended and Restated Certificate
            of Limited Partnership                                   2/25/93
      Second Amendment to Amended and Restated Certificate
            of Limited Partnership                                   7/19/96
      Third Amendment to Amended and Restated Certificate
            of Limited Partnership                                   12/29/99
      Fourth Amendment to Amended and Restated Certificate
            of Limited Partnership                                   11/21/01

3.  The  Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited
Partnership  dated November 14, 2001,  and filed with the Oklahoma  Secretary of
State on November 21,  2001,  stated that the latest date upon which the limited
partnership  is to dissolve is December  31,  2003.  Pursuant to its terms,  the
Amended and Restated  Certificate  and  Agreement of Limited  Partnership  dated
March 4, 1986 (the "Partnership Agreement") was amended on November 18, 2003, to
state that the latest date upon which the Partnership is to dissolve is December
31,  2005,  provided  that  the  General  Partner  may  extend  the  term of the
Partnership  for up to two 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,  2005,  subject  to  extension  as set  forth in the
Partnership's Partnership Agreement.

      Dated:  November 18, 2003.

                                                GEODYNE RESOURCES, INC.
                                                General Partner


                                          By:   ____________________________
                                                Dennis R. Neill, President