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-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,  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-E dated as of September 27, 1988, do hereby agree:

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

The  date of  filing  of the  original  Certificate  and  Agreement  of  Limited
Partnership  was  September  28,  1988,  as amended by the Amended and  Restated
Certificate of Limited Partnership of PaineWebber/Geodyne  Energy Income Limited
Partnership II-E 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-E

       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:

                        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.

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       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-E.

       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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