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-F


     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-F dated as of January
5, 1989, do hereby agree:

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

The  date of  filing  of the  original  Certificate  and  Agreement  of  Limited
Partnership was January 10, 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-F

     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:

                        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:



                                      -1-
<PAGE>




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

     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



                                      -2-