SECOND AMENDMENT TO
                            AGREEMENT OF PARTNERSHIP
                       GEODYNE PRODUCTION PARTNERSHIP II-D


      This Second  Amendment to Agreement of Partnership  of Geodyne  Production
Partnership  II-D (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 II-D ("Geodyne II-D"), as
General Partner.

      WHEREAS,  on May 10, 1988, Geodyne Production Company  ("Production"),  as
Managing  Partner,  and Geodyne II-D, as General  Partner,  executed and entered
into that certain Agreement of Partnership of PaineWebber/Geodyne  Energy Income
Production Partnership II-D (the "Agreement"); and

      WHEREAS,  on February 26, 1993,  Production  and Geodyne II-D executed and
entered into that certain First  Amendment to Agreement,  whereby it changed (i)
the name of the Partnership from  "PW/Geodyne  Production  Partnership  II-D" to
"Geodyne  Production  Partnership  II-D",  (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,  Section 10.1 of the Agreement provides that the managing partner
of the partnership (the "Managing Partner") 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

      WHEREAS,  Production  merged  with  and  into  Geodyne  Resources,  Inc.
("Resources"), its parent corporation, effective June 30, 1996; and

      WHEREAS,  Section 6.1 of the Agreement  provides that the Managing Partner
may assign its  Managing  Partner  Interest to any entity  which shall  become a
successor  Managing Partner,  if such assignment is in connection with a merger;
and

      WHEREAS,  as a result of the merger of Production with and into Resources,
ownership of the Managing  Partner  Interest in the  Partnership  is assigned to
Resources by operation of law; and

      WHEREAS,  as a result of the merger of Production with and into Resources,
Resources  has  now  succeeded  to  the  position  of  Managing  Partner  of the
Partnership; and

      WHEREAS, Resources, as Managing Partner, desires to amend the Agreement in
order to reflect Resources as the new Managing Partner.



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      NOW,  THEREFORE,  in  consideration  of  the  covenants,   conditions  and
agreements herein contained, the parties hereto hereby agree as follows:

       All  references  in the  Agreement  to  Geodyne  Production  Company as
       Managing  Partner  are hereby  amended  to  reflect,  instead,  Geodyne
       Resources, Inc. as Managing Partner.

       IN WITNESS  WHEREOF,  the parties hereto have hereunto set their hands as
of the 1st day of July, 1996.

                                          Geodyne Production Company
                                          by Geodyne Resources, Inc.
                                          as successor by merger

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

                                          Geodyne Resources, Inc.
                                          as Managing Partner

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

                                          Geodyne Energy Income Limited
                                          Partnership II-D
                                          as General Partner

                                          By  Geodyne Resources, Inc.
                                              General Partner

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


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