FIRST AMENDMENT TO
                              AMENDED AND RESTATED
                            AGREEMENT OF PARTNERSHIP
                       PW/GEODYNE NPI PARTNERSHIP P-1

       The Amended and  Restated  Agreement of  Partnership  of  PW/Geodyne  NPI
Partnership  P-1 dated  October 25,  1988 (the  "Agreement")  is hereby  amended
effective March 1, 1993, as follows:

       A.  The first  sentence of Section 2.1 is hereby  deleted and  replaced
by the following provision:

       "The NPI  Partnership  shall be  conducted  under  the name  Geodyne  NPI
Partnership P-1."

       B.  All  references in the  Agreement to  "PW/Geodyne  NPI  Partnership
P-1" are hereby changed to "Geodyne NPI Partnership P-1".

       C.  The third  sentence of Section 2.1 is hereby  deleted and  replaced
by the following provision:

       "The office and principal place of business of the NPI Partnership  shall
be c/o Geodyne Energy Company, Two West Second, Tulsa, Oklahoma 74103."

       D.  The  name of the  "General  Partner"  and the  "Limited  Partnership"
reflected   in  Article   One  has  been   changed   from   "PaineWebber/Geodyne
Institutional/Pension   Energy  Income  P-1  Limited  Partnership"  to  "Geodyne
Institutional/Pension Energy Income P-1 Limited Partnership".  All references in
the Agreement to the name of the "General Partner" and the "Limited Partnership"
are hereby  changed to reflect  this name  change.  This change  reflects a name
change only and not a change of entity.

       In all other respects the Agreement is hereby ratified and affirmed.

DATED:     February 26, 1993

                                         Managing Partner:

                                         Geodyne Energy Company


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

                                      -1-





                                         General Partner:

                                         Geodyne Institutional/Pension
                                         Energy Income P-1
                                         Limited Partnership
                                         By: Geodyne Properties, Inc.,
                                             General Partner


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