Second Amendment to
                      Certificate of Limited Partnership of
                 Geodyne Institutional/Pension Energy Income
                             P-1 Limited Partnership




     The  undersigned,  desiring  to amend its  amended  certificate  of limited
partnership  pursuant to the Texas Revised Limited Partnership Act, (the "Act"),
do hereby state:

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

     2. The date of filing of the original  Certificate  of Limited  Partnership
was March 21, 1988, as amended by the First  Amendment to Certificate of Limited
Partnership   of  Geodyne   Institutional/Pension   Energy  Income  P-1  Limited
Partnership filed on March 3, 1993.

     3.   The Amended  Certificate of Limited Partnership is hereby revised to
change the name of the General  Partner 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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