Exhibit 10.12

                               FIFTH AMENDMENT TO
                              AMENDED AND RESTATED
                            AGREEMENT OF PARTNERSHIP
                        GEODYNE ENERGY INCOME PRODUCTION
                                 PARTNERSHIP I-E

      This Fifth  Amendment to Amended and Restated  Agreement of Partnership of
Geodyne Energy Income Production  Partnership I-E (the "Partnership") is entered
into  by  and  between  Geodyne  Resources,   Inc.  ("Resources"),   a  Delaware
corporation,  as successor  Managing Partner,  and Geodyne Energy Income Limited
Partnership I-E ("Geodyne I-E"), as General Partner.

      WHEREAS, on March 5, 1986, Geodyne Production Company  ("Production"),  as
Managing Partner, and Geodyne I-E, as General Partner, executed and entered into
that certain  Agreement of  Partnership  of  PaineWebber/Geodyne  Energy  Income
Production Partnership I-E (the "Preformation Agreement"); and

      WHEREAS,  on September 10, 1986,  Production  and Geodyne I-E executed and
entered into that certain  Amended and Restated  Agreement of  Partnership  (the
"Agreement"); and

      WHEREAS, on February 26, 1993, but effective March 1, 1993, Production and
Geodyne I-E executed and entered  into that certain  First  Amendment to Amended
and Restated Agreement of Partnership (the "Agreement"),  whereby it changed (i)
the name of the Partnership from  "PaineWebber/Geodyne  Energy Income Production
Partnership I-E" to "Geodyne Energy Income Production Partnership I-E", (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 July 1, 1996,  Production and Geodyne I-E executed and entered
into that certain Second  Amendment to Agreement,  whereby all references in the
Agreement  to Geodyne  Production  Company as Managing  Partner  were amended to
reflect, instead, Geodyne Resources, Inc. ("Resources") as Managing Partner; and

      WHEREAS,  on December  30,  1999,  Resources  and Geodyne I-E executed and
entered into that certain Third  Amendment to Agreement,  whereby all references
in the  Agreement  to  "Management  Committee"  were  changed to read  "Managing
Partner", and whereby the term of the partnership was extended for an additional
two years, until December 31, 2001, and

      WHEREAS,  on November 14, 2001,  Resources  executed and entered into that
certain Fourth  Amendment to Agreement  whereby the term of the  partnership was
extended for an additional two years, until December 31, 2003; and

      WHEREAS,  Section 10.1 of the Agreement provides that the Managing Partner
(as defined in the Agreement) may,  without prior notice or consent of any other
Partner (as defined in the Agreement), amend any provision of this Agreement if,
in its opinion,  such amendment does not have a material adverse effect upon the
Limited Partnership (as defined in the Agreement); and

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     WHEREAS,  Section 2.4 of the Agreement  provides that the Partnership shall
continue in full force and effect until  December 31,  2003,  provided  that the
Managing  Partner may extend the term of the Partnership for up to three periods
of two years each or until  dissolution prior thereto pursuant to the provisions
of the Agreement, and

      WHEREAS,  Resources has elected to extend the life of the  Partnership  an
additional two years.

      NOW,  THEREFORE,  BE IT RESOLVED that Section 2.4. is hereby amended and
restated as follows:

                  The Production  Partnership shall continue in force and effect
            until  December 31,  2005,  provided  that the Managing  Partner may
            extend such term for up to two  periods of two years each,  or until
            dissolution prior thereto pursuant to the provisions hereof.

       IN WITNESS  WHEREOF,  the parties hereto have hereunto set their hands as
of the 18th day of November, 2003.

                                       Geodyne Resources, Inc.
                                       as Managing Partner

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

                                       Geodyne Energy Income Limited
                                       Partnership I-E
                                       as General Partner

                                       By Geodyne Resources, Inc.
                                          General Partner

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


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