FIRST AMENDMENT TO
                       CERTIFICATE OF LIMITED PARTNERSHIP
                            AND FIRST AMENDMENT TO
               AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP
                                       OF
                        PAINEWEBBER/GEODYNE ENERGY INCOME
                            LIMITED PARTNERSHIP II-G


       The   undersigned,   desiring  to  amend  its  certificate  of  limited
partnership  pursuant to the Oklahoma Revised Uniform Limited Partnership Act,
as amended,  Okla. Stat. tit. 54 (1991),  Section 301 et seq. (the "Act"),  do
hereby state,  and desiring to amend the Agreement and  Certificate of Limited
Partnership  of  PaineWebber/Geodyne  Energy Income Limited  Partnership  II-G
dated as of April 10, 1989, do hereby agree:

       1.    The  name  of the  limited  partnership  is  "PaineWebber/Geodyne
Energy Income Limited Partnership II-G."

The  date of  filing  of the  original  Certificate  and  Agreement  of  Limited
Partnership was April 17, 1989.

       2.    The  Certificate  of  Limited  Partnership  is hereby  revised to
change the name of the Limited Partnership to the following:

             Geodyne Energy Income Limited Partnership II-G

       3. (a) The Certificate of Limited Partnership is hereby revised to change
the  address of the limited  partnership,  which is the same  address  where the
records of the limited  partnership are kept, to Two West Second Street,  Tulsa,
Oklahoma 74103.

             (b) The  Certificate  of Limited  Partnership  is hereby revised to
change the name and address for the  registered  agent for service of process to
Geodyne Properties, Inc., Two West Second Street, Tulsa, OK 74103.

       4. The Certificate of Limited Partnership is hereby revised to change the
name, mailing address, and business address of the general partner as follows:



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                        Geodyne Properties, Inc.
                        Two West Second Street
                        Tulsa, OK 74103.

       5.    The  latest  date  upon  which  the  limited  partnership  is  to
dissolve is December 31, 2011.

       6. The Agreement and Certificate of Limited Partnership is hereby revised
to replace the first sentence of Section 2.1 with the following:

             The Limited  Partnership  shall be conducted under the name Geodyne
             Energy Income Limited Partnership II-G.

       7. The Agreement and Certificate of Limited Partnership is hereby revised
to replace the third and fourth sentences of Section 2.1 with the following:

             The  office  and  principal   place  of  business  of  the  Limited
             Partnership shall be c/o Geodyne Properties,  Inc., Two West Second
             Street,  Tulsa, Oklahoma 74103. The agent for service of process on
             the Limited Partnership shall be Geodyne Properties, Inc., Two West
             Second Street, Tulsa, OK 74103.

       8.    In all other  respects,  the Agreement and Certificate of Limited
Partnership is hereby ratified and confirmed.

DATED:    February 24, 1993

                                        GENERAL PARTNER:

                                        Geodyne Properties, Inc.


                                        By:  /s/ Michael E. Luttrell
                                             ----------------------------
                                             Michael E. Luttrell
                                             Executive Vice President


                                        LIMITED PARTNER:

                                        Geodyne Depositary Company



                                        By:  /s/ Michael E. Luttrell
                                             ----------------------------
                                             Michael E. Luttrell
                                             Executive Vice President


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