FIRST AMENDMENT TO
                              AMENDED AND RESTATED
                       CERTIFICATE OF LIMITED PARTNERSHIP
                             AND FIRST AMENDMENT TO
                AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP
                                       OF
                        PAINEWEBBER/GEODYNE ENERGY INCOME
                            LIMITED PARTNERSHIP II-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,  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-D dated as of May 10, 1988, do hereby agree:

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

The  date of  filing  of the  original  Certificate  and  Agreement  of  Limited
Partnership was May 13, 1988, as amended by the Amended and Restated Certificate
of Limited Partnership of PaineWebber/Geodyne  Energy Income Limited Partnership
II-D filed on March 10, 1989.

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

             Geodyne Energy Income Limited Partnership II-D

       3. (a) The Amended and Restated  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 Amended and Restated  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 Amended and Restated  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, 2001.

       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--D.

       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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