CERTIFICATE OF LIMITED PARTNERSHIP
                                       OF
                        PAINEWEBBER/GEODYNE ENERGY INCOME
                            LIMITED PARTNERSHIP III-A


       The undersigned  General Partner hereby duly executes this Certificate of
Limited  Partnership of  PaineWebber/Geodyne  Energy Income Limited  Partnership
III-A (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  Energy Income
Limited Partnership III-A.

       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 Production Company.

       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  Production  Company,  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 Production        320 S. Boston Ave.         320 S. Boston Ave.
Company                   The Mezzanine              The Mezzanine
                          Tulsa, OK 74103-3708       Tulsa, 0K 74103-3708

       5.    The  latest  date upon which the  Partnership  is to  dissolve  is
November 20, 2009.

       SIGNED on this 20th day of November, 1989.


                                         GENERAL PARTNER:

                                         Geodyne Production Company
                                         a Delaware corporation

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