CERTIFICATE OF LIMITED PARTNERSHIP
                                       OF
                    PAINEWEBBER/GEODYNE INSTITUTIONAL/PENSION
                      ENERGY INCOME P-1 LIMITED PARTNERSHIP


       The undersigned  General Partner hereby duly executes this Certificate of
Limited  Partnership of  PaineWebber/Geodyne  Institution/Pension  Energy Income
Limited  Partnership  P-1 (the  "Partnership"),  which is being  filed  with the
Secretary  of State  of Texas in  accordance  with  the  Texas  Revised  Limited
Partnership Act.

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

       2. The address of the registered  office of the  Partnership is 1360 Post
Oak Boulevard,  Suite 1500,  Houston,  TX 77056,  and the name of the registered
agent whose business  office  address will be the same as the registered  office
address is Geodyne Properties, Inc.

       3.   The  address of the  principal  office of the  Partnership  in the
United States where its  partnership  records are to be kept or made available
is c/o Geodyne  Properties,  Inc.,  320 South Boston  Avenue,  the  Mezzanine,
Tulsa, Oklahoma 74103-3708.

       4. The name,  the mailing  address and the street address of the business
or residence of each general partner of the Partnership are as follows:

Name                      Mailing Address             Business Address
- ----                      ---------------             ----------------

Geodyne Properties,       320 S. Boston Ave.          320 S. Boston Ave.
Inc.                      The Mezzanine               The Mezzanine
                          Tulsa, OK 74103--3708        Tulsa, OK 74103--3708

       SIGNED on this 16th day of March, 1988.


                                         GENERAL PARTNER:

                                         Geodyne Properties, Inc.,
                                         a Delaware corporation

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