Second Amendment to
                      Certificate of Limited Partnership of
                 Geodyne Institutional/Pension Energy Income
                             Limited Partnership P-4


     The  undersigned,  desiring to amend its amended  certificate of limited
partnership  pursuant to the Oklahoma  Revised  Uniform  Limited  Partnership
Act,  as  amended,  Okla.  Stat.  tit.  54  (1993),  Section  301 et seq (the
"Act"), do hereby state:

     1.   The    name    of    the    limited    partnership    is    Geodyne
Institutional/Pension Energy Income Limited Partnership P-4.

     2. The date of filing of the original  Certificate  of Limited  Partnership
was June 30, 1989, as amended by the First  Amendment to  Certificate of Limited
Partnership of Geodyne  Institutional/Pension  Energy Income Limited Partnership
P-4 filed on February 25, 1993.

     3.   The Amended  Certificate  of Limited  Partnership is hereby revised
to change the name of the General  Partner and Registered  Agent from Geodyne
Properties, Inc. to the following:

              Geodyne Resources, Inc.

Geodyne  Properties,  Inc. merged with Geodyne Resources,  Inc., with Geodyne
Resources, Inc. surviving, effective June 30, 1996.

     DATED:  July 1, 1996

                                       Geodyne Properties, Inc.
                                       by Geodyne Resources, Inc.,
                                       successor by merger

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

                                       Geodyne Resources, Inc.
                                       as General Partner


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



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                                       Geodyne Institutional Depositary
                                       Company, as the Limited Partner


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

                                       Geodyne Resources, Inc., as
                                       Attorney-in-Fact for all Substituted
                                       Limited Partners


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


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