FOURTH 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
      Third Amendment to Amended and Restated Certificate             12/29/99
            of Limited Partnership

3.  The  Third  Amendment  to  Amended  and  Restated   Certificate  of  Limited
Partnership  dated December 27, 1999,  and filed with the Oklahoma  Secretary of
State on December 29,  1999,  stated that the latest date upon which the limited
partnership  is to dissolve is December  31,  2001.  Pursuant to its terms,  the
Amended and Restated  Certificate  and  Agreement of Limited  Partnership  dated
September  10, 1986 (the  "Partnership  Agreement")  was amended on November 14,
2001, to state that the latest date upon which the Partnership is to dissolve is
December 31, 2003,  provided that the General Partner may extend the term of the
Partnership for up to three additional periods of two years each pursuant to the
provisions of the Partnership Agreement.

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      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,  2003,  subject  to  extension  as set  forth in the
Partnership's Partnership Agreement.

      Dated:  November 14, 2001.

                                          GEODYNE RESOURCES, INC.
                                          General Partner


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




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