FIRST AMENDMENT TO
                    CERTIFICATE OF LIMITED PARTNERSHIP AND
            FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF
                        PAINEWEBBER/GEODYNE ENERGY INCOME
                            LIMITED PARTNERSHIP III-D

      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, Section 301 et seq. (1991) (the "Act"), do
hereby state,  and desiring to amend the Agreement of Limited  Partnership  of
PaineWebber/Geodyne  Energy  Income  Limited  Partnership  III-D  dated  as of
September 5, 1990, do hereby agree:

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

The date of  filing  of the  original  Certificate  of  Limited  Partnership  is
September 5, 1990.

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 III-D

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 Production Company, 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 Production Company
                  Two West Second Street
                  Tulsa, OK 74103.

5.    The latest day upon which the  limited  partnership  is to  dissolve  is
September 5, 2010.



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6. The Agreement 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 III-D.

7. The Agreement 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 Production Company, Two West Second
            Street,  Tulsa,  Oklahoma 74103. The agent for service of process on
            the Limited  Partnership shall be Geodyne  Production  Company,  Two
            West Second Street, Tulsa, OK 74103.

8.    In all other  respects,  the Agreement of Limited  Partnership is hereby
ratified and confirmed.

DATED:  February 24, 1993
                                    GENERAL PARTNER:

                                    Geodyne Production Company

                                    By:   /s/Michael E. Luttrell
                                          -----------------------------
                                          Michael E. Luttrell
                                          Executive Vice President

                                    Geodyne Production Company
                                    Attorney-in-Fact for any
                                    Substituted Limited Partners

                                    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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