Second Amendment to
                      Certificate of Limited Partnership of
                 Geodyne Institutional/Pension Energy Income
                             Limited Partnership P-5


     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-5.

     2. The date of filing of the original  Certificate  of Limited  Partnership
was November  13, 1989,  as amended by the First  Amendment  to  Certificate  of
Limited  Partnership  of Geodyne  Institutional/Pension  Energy  Income  Limited
Partnership P-5 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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