Exhibit 10.40

                              FOURTH AMENDMENT TO
                            AGREEMENT OF PARTNERSHIP
                       GEODYNE PRODUCTION PARTNERSHIP II-H



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

      WHEREAS,  on May 17, 1989, Geodyne Production Company  ("Production"),  as
Managing  Partner,  and Geodyne II-H, as General  Partner,  executed and entered
into that certain Agreement of Partnership of PaineWebber/Geodyne  Energy Income
Production Partnership II-H (the "Agreement"); and

      WHEREAS,  on February 26, 1993,  Production  and Geodyne II-H 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-H" to
"Geodyne  Production  Partnership  II-H",  (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,   Production   merged  with  and  into   Resources,   its  parent
corporation, effective June 30, 1996; and

      WHEREAS, on July 1, 1996, Production,  Resources and Geodyne II-H executed
and  entered  into that  certain  Second  Amendment  to  Agreement,  whereby all
references to Production as Managing  Partner were amended to reflect,  instead,
Resources as Managing Partner; and

      WHEREAS,  on November 14, 2001,  Resources  executed and entered into that
certain Third  Amendment to Agreement  whereby the term of the  partnership  was
extended for an additional two years, until December 31, 2003; 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,  Section 2.3 of the Agreement provides that the Partnership shall
continue in full force and effect until December

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31,  2003,  provided  that  the  Managing  Partner  may  extend  the term of the
Partnership for up to four periods of two years each or until  dissolution prior
thereto pursuant to the provisions of the Agreement; and

      WHEREAS,  Resources has elected to extend the life of the  Partnership  an
additional two years.

      NOW,  THEREFORE,  be it resolved  that  Section 2.3 is hereby  amended and
rested as follows:

            The Production  Partnership shall continue in force and effect until
      December 31, 2005, provided that the Managing Partner may extend such term
      for up to three  periods of two years  each,  or until  dissolution  prior
      thereto pursuant to the provisions thereof.

       IN WITNESS  WHEREOF,  the parties hereto have hereunto set their hands as
of the 18th day of November, 2003.

                                       Geodyne Resources, Inc.
                                       as Managing Partner

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

                                       Geodyne Energy Income Limited
                                       Partnership II-H
                                       as General Partner

                                       By Geodyne Resources, Inc.
                                          General Partner

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



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