CERTIFICATE OF LIMITED PARTNERSHIP
                                       OF
                    PAINEWEBBER/GEODYNE INSTITUTIONAL/PENSION
                      ENERGY INCOME LIMITED PARTNERSHIP P-5


       The undersigned  General Partner hereby duly executes this Certificate of
Limited Partnership of PaineWebber/Geodyne  Institutional/Pension  Energy Income
Limited  Partnership  P-5 (the  "Partnership"),  which is being  filed  with the
Secretary of State of Oklahoma in accordance  with the Oklahoma  Revised Uniform
Limited Partnership Act.

       1.    The   name    of    the    Partnership    is    PaineWebber/Geodyne
Institutional/Pension Energy Income Limited Partnership P-5.

       2. The address of the registered  office of the  Partnership is 320 South
Boston,  The Mezzanine,  Tulsa,  Oklahoma 74103,  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


       5.    The  latest  date  upon  which the Partnership  is to  dissolve  is
December 31, 2015.

       SIGNED on this 9th day of November, 1989.


                                        GENERAL PARTNER:

                                        Geodyne Properties, Inc.,
                                        a Delaware corporation

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